Terms of Service

Seraphel Ltd ("we", "us", "our") operates the website seraphelglobal.com (the "Site"). By accessing or using our Site and services, you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you do not have permission to access the Site or use our services.

1. Our Services

Seraphel provides strategic sustainability consultancy services including but not limited to:

• Supply Chain Optimisation
• Materials & Product Design
• Reverse Logistics
• ESG & Not-for-Profit Alignment
• Carbon Reduction
• End-to-End Circularity

These Terms apply to all users of the Site and any person or entity engaging our consultancy services.

2. Acceptance of Terms

By accessing our Site, submitting an enquiry, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using our services on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms.

3. Consultancy Engagement

Initial Enquiry: Submitting a contact form or email enquiry does not create a formal consultancy agreement. We will respond to discuss your project requirements.

Formal Agreement: All consultancy services require a signed written agreement (the "Agreement") that will outline specific scope of work, deliverables, timelines, fees, and payment terms. These Terms apply alongside any specific Agreement.

Confidentiality: Any information shared during initial discussions will be treated as confidential. Upon signing an Agreement, additional confidentiality provisions will apply.

4. Client Responsibilities

As a client engaging Seraphel's services, you agree to:

• Provide accurate, complete, and timely information required for our work
• Designate a point of contact for our team to communicate with
• Respond to reasonable requests for information within agreed timeframes
• Implement recommended changes and strategies at your own discretion and risk
• Pay all fees as outlined in your Agreement in a timely manner

5. Fees and Payment

Consultancy Fees: All fees will be outlined in your signed Agreement. Fees may be structured as fixed project fees, daily rates, retainer arrangements, or performance-based fees.

Invoicing: Invoices will be sent according to the payment schedule in your Agreement. Payment terms are strictly 30 days from invoice date unless otherwise specified.

Late Payment: Late payments may incur interest at 8% per annum above the Bank of England base rate. We reserve the right to suspend services for overdue accounts.

Expenses: Reasonable travel, accommodation, and other out-of-pocket expenses incurred during project delivery will be reimbursed by the client unless otherwise agreed.

6. Intellectual Property

Our IP: All methodologies, frameworks, tools, templates, processes, and proprietary knowledge developed by Seraphel prior to or outside of your engagement remain our exclusive intellectual property.

Deliverables: Any reports, strategies, designs, or materials specifically created for your project under a signed Agreement become your property upon full payment of all fees.

Third-Party IP: We do not claim ownership of your existing intellectual property, trademarks, or confidential information.

Restriction: You may not reproduce, distribute, or resell our proprietary materials without explicit written permission.

7. Limitation of Liability

To the maximum extent permitted by law:

• Seraphel provides consultancy advice and recommendations only. Final implementation decisions and outcomes remain your responsibility.
• We do not guarantee specific environmental, financial, or operational results from our recommendations.
• Our total liability arising from or related to these Terms or our services shall not exceed the total fees paid by you to us in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption.

8. No Guarantee of Results

Seraphel provides professional sustainability consultancy based on industry expertise and best practices. However:

• We do not guarantee that implementing our recommendations will achieve specific carbon reduction targets, cost savings, or regulatory compliance outcomes
• External factors including market conditions, supply chain disruptions, regulatory changes, and client execution may affect results
• You acknowledge that sustainability outcomes depend on many variables outside our control

9. Termination

By You: You may terminate our consultancy engagement at any time by providing written notice as specified in your Agreement. Fees for work completed up to termination date remain payable.

By Us: We may terminate the engagement immediately if you breach these Terms or your Agreement, fail to pay invoices when due, or act in a manner that damages our reputation.

Survival: Sections regarding intellectual property, limitation of liability, confidentiality, and payment obligations survive any termination.

10. Use of Our Website

When using our Site, you agree not to:

• Use the Site in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to any portion of the Site
• Use any automated system to extract data from the Site (scraping)
• Transmit any malicious code, viruses, or harmful content
• Interfere with the proper working of the Site
• Impersonate any person or entity

We reserve the right to restrict or terminate access to the Site for any user violating these Terms.

11. Third-Party Links

Our Site may contain links to third-party websites or services that are not owned or controlled by Seraphel. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites. You acknowledge and agree that Seraphel shall not be responsible or liable for any damage or loss caused by your use of any third-party content or services.

12. Disclaimer of Warranties

The Site and our services are provided on an "AS IS" and "AS AVAILABLE" basis. Seraphel makes no representations or warranties of any kind, express or implied, regarding the operation of the Site or the information, content, materials, or services included. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13. Governing Law

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Any legal action or proceeding relating to your access to or use of the Site or our services shall be instituted exclusively in the courts of London, United Kingdom. You agree to submit to the jurisdiction of and agree that venue is proper in these courts in any such legal action or proceeding.

14. Indemnification

You agree to indemnify, defend, and hold harmless Seraphel Ltd, its directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Site
• Your breach of these Terms
• Your violation of any law or third-party rights
• Your implementation of our consultancy recommendations

15. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

16. Entire Agreement

These Terms, together with any signed Consultancy Agreement and our Privacy Policy, constitute the entire agreement between you and Seraphel regarding your use of the Site and our services. They supersede all prior agreements, understandings, or representations, whether written or oral.

17. Changes to These Terms

We reserve the right to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Site or services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Site and our services.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if the delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, epidemic, labour strikes, or supply chain disruptions.

19. Contact Us

If you have any questions about these Terms of Service, please contact us:

• By email: hello@seraphel.com
• By mail: Seraphel Ltd, London, United Kingdom
• Through our website: https://seraphelglobal.com/contact