Terms of Service

KINETIC provides business performance, operational improvement and consultancy services designed to help organisations understand how they operate, identify opportunities for improvement and establish practical priorities for measurable performance improvement.

Our services may include, depending on the engagement:

• KINETIC Performance Assessment™;
• operational and performance assessments;
• business process and operating-model reviews;
• performance improvement recommendations;
• prioritisation and improvement planning;
• workshops and facilitated sessions;
• performance measurement and review;
• related consultancy, advisory and implementation support.

The precise services to be provided will be agreed with the Client before work begins.

Each engagement will be based on the scope, deliverables, timescales and fees agreed between KINETIC and the Client.

KINETIC will use reasonable skill and care in providing the agreed services.

Unless expressly agreed otherwise in writing, KINETIC provides recommendations, analysis, frameworks and practical guidance rather than acting as the Client's employee, director, legal adviser, financial adviser, accountant or other regulated professional.

The Client remains responsible for decisions made by the Client and for implementing any recommendations provided by KINETIC.

KINETIC may use proprietary frameworks, methodologies, assessment approaches, scoring models, tools and intellectual property, including:

• KINETIC Methodology™;
• KINETIC Operational Intelligence Engine™;
• KINETIC Performance Assessment™;
• associated indices, scores, models, frameworks and analytical outputs.

These may be used to structure assessments, analyse information and develop performance insights and priorities.

KINETIC assessments and scores are intended to provide structured management insight. They are not intended to represent an absolute or independently certified measurement of an organisation's performance.

Assessment results depend, among other things, on the information provided by the Client and the scope and circumstances of the assessment.

The Client agrees to:

• provide information that is reasonably required to deliver the agreed services;
• ensure that information provided to KINETIC is, to the best of the Client's knowledge, accurate and sufficiently complete;
• provide appropriate access to relevant personnel where required;
• identify any material limitations, assumptions or restrictions affecting the engagement;
• make decisions and take responsibility for actions arising from the services provided.

KINETIC is not responsible for delays or limitations caused by incomplete, inaccurate or late information or by circumstances outside KINETIC's reasonable control.

Where an engagement includes reports, assessment results, recommendations, presentations, action plans or other deliverables, these will be provided in the format and within the timeframe agreed with the Client.

Unless otherwise agreed, deliverables are prepared for the Client's internal business use and should not be treated as independent professional certification or assurance.

The Client is responsible for reviewing deliverables and notifying KINETIC of any material factual errors within a reasonable period following delivery.

KINETIC retains ownership of its pre-existing and proprietary intellectual property, including its methodologies, frameworks, models, assessment structures, scoring approaches, tools, templates, processes, know-how and underlying systems.

This includes, without limitation, the KINETIC Methodology™, KINETIC Operational Intelligence Engine™ and KINETIC Performance Assessment™, together with associated intellectual property.

The Client receives a non-exclusive, non-transferable right to use deliverables supplied specifically for the Client's internal business purposes, subject to payment of the applicable fees.

Unless expressly agreed otherwise in writing, the Client must not:

• reproduce or commercially exploit KINETIC's proprietary methodologies or tools;
• sell, licence, distribute or provide KINETIC materials to third parties;
• modify or create derivative versions of KINETIC's proprietary frameworks or tools;
• attempt to reverse engineer or reproduce the underlying methodology, scoring logic or systems.

The Client retains ownership of information and materials supplied by the Client.

Each party agrees to keep confidential information received from the other party in connection with an engagement and to use it only for the purposes of that engagement.

Confidential information does not include information that:

• is already publicly available through no breach of these Terms;
• was lawfully known to the receiving party before disclosure;
• is received lawfully from a third party without a duty of confidentiality; or
• is independently developed without use of the confidential information.

KINETIC may disclose confidential information where required to do so by law or a competent authority.

KINETIC will process personal data in accordance with applicable data protection legislation.

Further information about how KINETIC collects, uses, stores and protects personal data is provided in the KINETIC Privacy Policy available on the website.

Where an engagement involves the processing of personal data on behalf of a Client, the parties will comply with any additional data protection requirements applicable to that processing.

The Client is responsible for ensuring that it has an appropriate legal basis and the necessary permissions to provide personal data to KINETIC.

Fees will be agreed with the Client before the relevant services commence.

Unless otherwise agreed in writing:

• invoices are payable within the payment period stated on the invoice;
• fees are exclusive of any applicable taxes, duties or other charges;
• KINETIC may suspend work where invoices remain unpaid beyond the agreed payment terms.

Where an engagement requires substantial additional work outside the agreed scope, KINETIC will discuss the additional requirements and any associated fees with the Client before undertaking that work, where reasonably practicable.

Either party may terminate an engagement in accordance with the terms agreed for that engagement.

KINETIC may terminate or suspend an engagement where:

• the Client fails to make required payments;
• the Client materially breaches these Terms;
• the Client provides information that KINETIC reasonably believes is unlawful or materially misleading; or
• circumstances arise that make continued provision of the services unreasonable or unlawful.

Termination does not affect any rights or obligations that accrued before termination.

Fees for services already performed or committed costs incurred before termination remain payable.

KINETIC provides professional analysis, assessment and recommendations. Business outcomes depend on many factors outside KINETIC's control.

Accordingly, KINETIC does not guarantee any particular financial, operational, commercial or other business outcome from the use of its services or recommendations.

KINETIC will provide its services with reasonable skill and care.

To the fullest extent permitted by applicable law, KINETIC will not be liable for indirect, incidental, special or consequential losses, or for loss of profits, revenue, business opportunity, anticipated savings or goodwill arising from an engagement.

KINETIC's total liability arising from or in connection with a particular engagement will not exceed the total fees paid or payable by the Client to KINETIC for that engagement, except where such limitation is not permitted by law.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

KINETIC may refer to or use information, software, platforms, tools or services provided by third parties where appropriate.

KINETIC is not responsible for the availability, accuracy, security or performance of third-party services outside KINETIC's reasonable control.

Where KINETIC provides a link to a third-party website, the link is provided for convenience and does not constitute an endorsement or guarantee of that third party's services.

The KINETIC website is provided for general information about KINETIC and its services.

While KINETIC aims to keep website information accurate and up to date, no guarantee is given that all information will always be complete, accurate or current.

You must not misuse the website, attempt to gain unauthorised access to systems or information, interfere with the operation of the website, or use the website for unlawful purposes.

KINETIC may update these Terms of Service from time to time.

The version published on the KINETIC website will indicate the date on which it was last updated.

Changes will not retrospectively alter the terms of an existing engagement unless agreed with the Client or required by law.

KINETIC will not be liable for failure or delay in performing its obligations where that failure or delay results from circumstances reasonably beyond its control.

Such circumstances may include, where applicable, natural disasters, serious disruption to communications or technology, government action, industrial disputes, widespread service outages or other events beyond reasonable control.

These Terms of Service are governed by the laws of Jersey.

Subject to any mandatory rights or remedies available under applicable law, the courts of Jersey will have jurisdiction in relation to disputes arising from or in connection with these Terms.

If you have any questions about these Terms of Service or KINETIC's services, please contact:

KINETIC
Trading name of SJ Project
Jersey, Channel Islands

Website: kineticflowgroup.com