Consultancy client agreement and advisory disclaimer

Version 2026-09-10-v1.1 · Aligned to client agreement v1.1 (10 September 2026) · Last updated 10 September 2026

This agreement is between you (the client, including the business you book on behalf of) and The Black Circle Group, on a business-to-business basis. By ticking the acceptance box in the booking flow you confirm you have read it, that you have authority to accept it for your business, and that it applies to the session you are booking. Acceptance is recorded with each booking. Where a signed Client Agreement, Commercial Schedule and Statement of Work are in place for project services, those documents govern that project and take precedence over these booking terms if there is any conflict.

1. 01Business-to-business operational support only

   The Black Circle Group provides business-to-business commercial and operational hospitality consultancy. These website pages govern use of this website and online session bookings only. All guidance, recommendations, documents and opinions are given as commercial and operational support for hospitality businesses. They are informational and advisory in nature and are not instructions, directions or a management appointment. Our role is advisory. You remain responsible for implementation and for all business decisions taken in your organisation.

2. 02Relationship with the signed project agreement

   Where project services are engaged, a signed Client Agreement together with its Commercial Schedule and an accepted Statement of Work governs those services and takes precedence over these generic website terms if there is any conflict for that project. This booking agreement covers the session you are booking; it does not create, replace or vary any signed project agreement.

3. 03What a booked session includes — and what it does not

   A booked session is a live video or phone discussion only. The hourly fee covers discussion-based advice, verbal guidance and questions answered during the call — nothing else. It does not include any work carried out away from the call. Any offline or deliverable work — including all nine service capabilities we publish (concept and brand strategy, pre-opening and openings, P&L and cost control, menu engineering, people and training, systems and technology, guest experience design, investor and asset advisory, and operational turnaround) — is separately chargeable project work at our published day rate (or part day), quoted and agreed in writing before it begins.

4. 04Offline and deliverable work is additional

   Offline work includes, without limitation: written reports, audits, financial models, budgets, forecasts, menu costings, brand or concept documents, training material, SOPs, rotas, decks, critical paths, supplier or operator searches, due diligence, document review, implementation support, site visits and any preparation or follow-up work beyond a short written summary of the call. This work is charged at our published day rate (or part day) and is never included in an hourly session or in the complimentary introductory call.

5. 05Not legal advice

   We are not a law firm and no member of our team acts as your solicitor. Anything we say about contracts, leases, licensing, employment matters, immigration, health and safety, food safety, disputes or regulatory obligations is general operational commentary only. You must obtain independent legal advice from a qualified solicitor before acting.

6. 06Not financial, tax or accountancy advice

   We are not accountants, auditors, tax advisers or regulated financial advisers. Budgets, P&L reviews, forecasts, cost models, funding commentary and pricing work are illustrative operational modelling only. You must obtain independent advice from a qualified accountant, tax adviser or FCA-regulated adviser before making any financial decision, investment or filing.

7. 07People, HR and payroll boundary

   Any people, HR or payroll support is operational consultancy only. You remain the employer and the decision-maker, and you remain responsible for employment status and contracts, consultation, disciplinary, grievance and dismissal processes, equality and anti-harassment obligations, right-to-work checks, payroll, PAYE and tax, National Insurance, pensions, holiday and holiday-pay records, working time, redundancy and collective consultation, TUPE, immigration and all other employer obligations. Where a matter is material you must obtain qualified UK legal, payroll, tax or accountancy advice.

8. 08Advice is based on the information you give us

   We rely on the information, figures and documents you provide being accurate, complete and supplied in good time. We do not independently audit or verify that information unless verification is expressly scoped and agreed in writing. Incomplete or inaccurate information will change the conclusions, and we accept no responsibility for outcomes arising from information that was not disclosed to us.

9. 09Independent contractor relationship

   We act as an independent business-to-business contractor. Nothing creates employment, agency, partnership or joint venture between us, and neither party may bind the other.

10. 10No guarantee of results

    We give no guarantee of revenue, profit, margin, cost saving, funding, valuation, licence, employee outcome, regulatory approval or any other commercial result. Outcomes depend on market conditions and your own execution.

11. 11You retain all decision-making

    Our role is advisory. You remain responsible for implementation and for all business decisions taken in your organisation. You remain responsible for your employees and contractors and for complying with all laws and regulations that apply to you. Implementation, and the consequences of implementation, rest with you.

12. 12Confidentiality and data protection

    Each party will keep non-public information about the other's business confidential and use it only for the purpose of the engagement. Project-specific confidentiality is governed by the signed agreement. We handle personal data in line with UK GDPR and the Data Protection Act 2018, as amended by UK legislation including the Data (Use and Access) Act 2025. For ordinary business-contact and booking data each party normally acts as a controller in its own right. Where we process personal data solely on your instructions, the processor terms in the signed agreement (Schedule 2) apply. Please do not send us special-category data, criminal-offence data or extensive employee records unless it is necessary and has been agreed.

13. 13Payment, rescheduling and cancellations

    Sessions are delivered by video or phone at the time booked, shown in your local time zone. Paid virtual sessions are payable in full in advance and are confirmed only once payment has cleared. You may reschedule a paid session once without charge with at least 48 hours' notice. With 24 to 48 hours' notice, 50% of the session fee is payable and retained. With less than 24 hours' notice, or for non-attendance, 100% of the session fee is payable and retained. The complimentary introductory session is limited to one per client. Project invoices are issued and payable in line with the signed Commercial Schedule and Statement of Work. Where a business-to-business project invoice is overdue, we reserve our statutory rights to late-payment interest, fixed-sum compensation and other reasonable recovery costs available under UK law.

14. 14Liability

    Nothing excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else which cannot lawfully be limited. Subject to that, and to the extent reasonable, our total aggregate liability for a standalone online session is limited to the fee paid for that booked session, and we are not liable for loss of profit, revenue, goodwill, business interruption, or indirect or consequential loss. For project work, liability is governed by the signed agreement, where it is capped at 100% of the fees paid or payable for the specific Statement of Work or booked service giving rise to the claim, subject always to liability that cannot lawfully be excluded.

15. 15Intellectual property and recording

    We retain all background intellectual property, methods, frameworks, models, templates, know-how, tools and generic materials. Once paid for, final deliverables are licensed to you for your internal business use unless the signed schedule expressly states otherwise. They may not be resold, white-labelled or exploited commercially outside your business without our written consent. Neither party may record, transcribe or share a session without the other party's prior written consent.

16. 16Governing law

    These terms, and any dispute or claim arising from them, are governed by the laws of England and Wales, with the exclusive jurisdiction of the courts of England and Wales.