Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "User," or "you") and Codecutter ("Company," "we," "us," or "our"). By accessing our website, using our services, or engaging with our team, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Description of Services

Codecutter provides elite technology advisory services, including but not limited to:

2.1 Core Services

• M&A Technology Due Diligence: Comprehensive assessment of technology assets, risks, and opportunities in merger and acquisition transactions
• Private Equity Value Creation: Post-acquisition technology strategy and implementation guidance
• Strategic Technology Advisory: C-suite and board-level technology strategy consulting
• Technology Risk Assessment: Evaluation of cybersecurity, compliance, and operational risks

2.2 Additional Services

• Technology roadmap development and implementation
• AI and machine learning strategy consulting
• Cloud migration and modernization planning
• Digital transformation advisory
• Technology team assessment and optimization

3. Client Responsibilities

As a client, you agree to:

3.1 Information Provision

• Provide accurate, complete, and timely information necessary for service delivery
• Grant reasonable access to relevant personnel, systems, and documentation
• Notify us promptly of any material changes that may affect our services

3.2 Cooperation and Support

• Designate appropriate personnel to work with our team
• Provide necessary approvals and decisions in a timely manner
• Maintain confidentiality of our proprietary methodologies and insights

3.3 Compliance

• Ensure compliance with all applicable laws and regulations
• Obtain necessary permissions and licenses for our work
• Respect intellectual property rights and confidentiality obligations

4. Professional Standards and Limitations

4.1 Professional Standards

We maintain the highest professional standards in delivering our services:

• All work is performed with due care and professional competence
• We maintain appropriate professional indemnity insurance
• Our team consists of qualified professionals with relevant experience
• We adhere to applicable professional standards and ethical guidelines

4.2 Service Limitations

Our services are advisory in nature and subject to the following limitations:

• We provide recommendations and guidance, not implementation services
• Client decisions and actions remain the sole responsibility of the client
• Results may vary based on client implementation and market conditions
• We cannot guarantee specific business outcomes or financial results

5. Confidentiality and Non-Disclosure

5.1 Confidential Information

Both parties acknowledge that they may receive confidential and proprietary information from the other party. Such information includes but is not limited to:

• Business strategies, plans, and financial information
• Technology architectures, code, and intellectual property
• Customer lists, market research, and competitive intelligence
• Proprietary methodologies and frameworks

5.2 Confidentiality Obligations

Each party agrees to:

• Maintain strict confidentiality of all confidential information
• Use confidential information solely for the purpose of the engagement
• Not disclose confidential information to third parties without written consent
• Return or destroy confidential information upon request

6. Intellectual Property Rights

6.1 Client Intellectual Property

All client intellectual property, including pre-existing technology, processes, and data, remains the exclusive property of the client. We do not claim any ownership rights to client intellectual property.

6.2 Codecutter Intellectual Property

Our proprietary methodologies, frameworks, tools, and general knowledge remain our exclusive intellectual property. Clients receive a limited license to use deliverables for their internal business purposes.

6.3 Work Product

Specific work product created for a client (reports, analyses, recommendations) is owned by the client, subject to our retention of rights to our underlying methodologies and general knowledge.

7. Payment Terms and Billing

7.1 Fee Structure

Our fees are typically structured as:

• Fixed project fees for defined scope engagements
• Time-based fees for ongoing advisory services
• Success-based fees for certain value creation engagements

7.2 Payment Terms

• Invoices are due within 30 days of receipt
• Late payments may incur interest charges at 1.5% per month
• We reserve the right to suspend services for overdue accounts
• All fees are exclusive of applicable taxes

8. Limitation of Liability

8.1 General Limitation

To the maximum extent permitted by law, our total liability for any claims arising from or related to our services shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim.

8.2 Excluded Damages

In no event shall we be liable for:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, or business opportunities
• Loss of data or system downtime
• Damages resulting from client's failure to implement recommendations

8.3 Professional Indemnity

We maintain professional indemnity insurance coverage as required by applicable professional standards and regulations.

9. Termination

9.1 Termination Rights

Either party may terminate an engagement:

• With 30 days' written notice for convenience
• Immediately for material breach of these Terms
• Immediately for insolvency or bankruptcy of the other party

9.2 Effect of Termination

Upon termination:

• All outstanding fees become immediately due
• Confidentiality obligations continue indefinitely
• Each party shall return or destroy confidential information
• Work product completed prior to termination remains with the client

10. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, or pandemics.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

11.2 Dispute Resolution

Any disputes arising from these Terms shall be resolved through:

• Good faith negotiations between the parties
• Mediation if negotiations fail
• Binding arbitration under the rules of the London Court of International Arbitration

12. Website Use Terms

12.1 Acceptable Use

When using our website, you agree not to:

• Use the website for any unlawful purpose
• Attempt to gain unauthorized access to our systems
• Transmit viruses, malware, or other harmful code
• Interfere with the proper functioning of the website

12.2 Content Accuracy

While we strive to provide accurate information on our website, we make no warranties about the completeness, accuracy, or timeliness of such information.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated to existing clients with 30 days' notice. Continued use of our services after such changes constitutes acceptance of the modified Terms.

14. Severability

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

15. Contact Information

For questions about these Terms or our services, please contact us: