RECREO CONSILIUM

RS-201

Consultancy Engagement Terms

Standard client terms for advisory engagements

For use with proposals, engagement letters and statements of work.

Version	1.0
Classification	Client / External
Website	www.recreo.co.uk
Positioning	Independent Advisory Practice

Document Control

Field	Detail
Document reference	RS-201
Title	Consultancy Engagement Terms
Version	1.0
Status	Controlled client issue
Owner	Director, Recreo Consilium
Classification	Client / External
Company	Recreo Consilium (17315664)
Registered office	223 Avonmouth Road, Bristol, BS11 9EJ
Contact email	hello@recreo.co.uk
Jurisdiction	England and Wales
Related documents	RS-001 The Recreo Standard; RS-101 Privacy Policy; RS-202 Data Processing Agreement

Revision History

Version	Date	Status	Summary
1.0	3 July 2026	Controlled client issue	Clean version 1.0 issue for use with client engagements, subject to engagement-specific review.

Contents

1. Purpose and application

2. Appointment and scope

3. Standard of service

4. Client responsibilities

5. Programme and deliverables

6. Fees, expenses and payment

7. Changes to scope

8. Confidentiality

9. Information, reliance and assumptions

10. Intellectual property

11. Data protection

12. Conflicts of interest

13. Limitation of liability

14. Insurance

15. Suspension and termination

16. Non-solicitation

17. Force majeure

18. Dispute resolution

19. Governing law

20. Contact details

Appendix A - Engagement checklist

1. Purpose and application

These Consultancy Engagement Terms set out the standard basis on which Recreo Consilium provides advisory services to clients, unless different terms are agreed in writing.

Recreo Consilium is an Independent Advisory Practice. These terms are intended to support clear, professional and proportionate client relationships.

The specific scope, fees, deliverables, programme and exclusions for each appointment should be set out in a proposal, engagement letter, statement of work or other written agreement. If there is any conflict, the agreed engagement document will take precedence over these terms for that engagement.

2. Appointment and scope

The Client appoints Recreo Consilium to provide the services described in the relevant engagement document. Recreo Consilium will provide those services with reasonable skill, care and diligence.

Services outside the agreed scope are not included unless confirmed in writing. This includes additional meetings, revised deliverables, extended review periods, further analysis, site attendance, third-party coordination or work arising from information not available at the time of proposal.

3. Standard of service

Recreo Consilium will carry out the services in a professional, independent and commercially aware manner, consistent with the principles of RS-001 The Recreo Standard.

Advice will be based on the information available at the time, the stated scope of work and the assumptions, exclusions and limitations recorded in the engagement document.

4. Client responsibilities

The Client is responsible for providing accurate, complete and timely information reasonably required for Recreo Consilium to perform the services. This may include drawings, surveys, asset information, commercial data, operational records, maintenance history, access arrangements, project documentation and stakeholder input.

The Client remains responsible for final decisions, approvals, statutory duties, project implementation and the appointment or management of any contractor, designer or specialist unless expressly agreed otherwise in writing.

5. Programme and deliverables

Any programme dates are based on information available at the time of appointment and depend on timely receipt of information, access, feedback and approvals from the Client and relevant third parties.

Deliverables may include reports, presentations, schedules, reviews, notes, advice, workshops or other outputs identified in the engagement document. Draft deliverables are for comment and review only and should not be relied upon as final advice unless expressly marked final.

6. Fees, expenses and payment

Fees will be set out in the engagement document. Fees may be fixed, time-based, milestone-based or otherwise agreed in writing. Unless stated otherwise, fees are exclusive of VAT, reimbursable expenses and third-party costs.

Invoices are payable within the period stated in the engagement document. If no period is stated, invoices are payable within 14 days of issue. Recreo Consilium reserves the right to suspend services where invoices remain overdue.

7. Changes to scope

If the Client requests additional work, or if the assumptions underlying the agreed scope materially change, Recreo Consilium may issue a variation proposal or revised fee. Additional work will not be undertaken unless agreed in writing, except where immediate action is reasonably required to protect the Client's interests and it is impracticable to obtain prior written approval.

8. Confidentiality

Each party will keep confidential any non-public information obtained from the other in connection with the engagement and will use it only for the purposes of the engagement. This obligation does not apply to information already in the public domain, independently developed, lawfully obtained from another source or required to be disclosed by law.

9. Information, reliance and assumptions

Recreo Consilium is entitled to rely on information provided by the Client and relevant third parties unless the engagement expressly requires independent verification. Where assumptions, limitations or exclusions are stated, they form part of the advice and should be read with the deliverable.

Advice is provided for the Client and for the purpose stated in the engagement document. No third party may rely on Recreo Consilium's advice without prior written consent.

10. Intellectual property

Recreo Consilium retains ownership of its pre-existing intellectual property, methodologies, know-how, templates, internal standards, analysis frameworks and working methods, including The Recreo Standard and the Recreo Method.

Subject to payment of all fees due, the Client is granted a non-exclusive licence to use final deliverables for the internal business purpose for which they were prepared. The Client may not reproduce, publish, sell, adapt or rely on the deliverables for another purpose without written consent.

11. Data protection

Each party will comply with applicable UK data protection law. Where Recreo Consilium processes personal data as a controller, RS-101 Privacy Policy applies. Where Recreo Consilium processes personal data on behalf of a Client as processor, RS-202 Data Processing Agreement may apply.

12. Conflicts of interest

Recreo Consilium will take reasonable steps to identify conflicts of interest before and during an engagement. If a potential conflict arises, Recreo Consilium will notify the Client and agree an appropriate course of action.

13. Limitation of liability

Subject to any separate written agreement, Recreo Consilium's liability shall be limited to the fees paid or payable for the relevant engagement, or such other amount as may be agreed in writing. Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be limited or excluded.

Recreo Consilium shall not be liable for indirect or consequential loss, loss of profit, loss of business, loss of opportunity, loss of goodwill or losses arising from matters outside the agreed scope.

14. Insurance

Recreo Consilium will maintain insurance appropriate to the nature and scale of its business. Specific insurance requirements should be identified before appointment and recorded in the engagement document.

15. Suspension and termination

Either party may terminate an engagement by written notice where the other party commits a material breach and fails to remedy it within a reasonable period after written notice. The Client may terminate for convenience on reasonable written notice, subject to payment for work completed, committed costs and any agreed cancellation charges.

16. Non-solicitation

During an engagement and for 12 months afterwards, neither party should directly solicit for employment any employee or associate of the other who has been materially involved in the engagement, except with prior written consent. This does not prevent general recruitment advertising not targeted at the other party's personnel.

17. Force majeure

Neither party shall be liable for delay or failure to perform obligations caused by events beyond reasonable control, including serious illness, extreme weather, industrial action, cyber incident, loss of utilities, government action, pandemic, war, terrorism or other events materially affecting performance.

18. Dispute resolution

The parties should first seek to resolve any dispute through good-faith discussion between senior representatives. If the dispute cannot be resolved, the parties may agree mediation before commencing legal proceedings, except where urgent protective relief is required.

19. Governing law

These terms and any non-contractual obligations arising from or in connection with them are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

20. Contact details

Recreo Consilium
Company number: 17315664
223 Avonmouth Road, Bristol, BS11 9EJ
Email: hello@recreo.co.uk
Website: www.recreo.co.uk