Client Terms of Business

These Client Terms of Business apply to paid services supplied by Pinnacle Engine, operated by Liam Cunliffe as a sole trader in the United Kingdom. They are separate from the public Website Terms of Use.

A contract is formed when the client expressly accepts an applicable proposal, Statement of Work, order form, written engagement confirmation or other agreed scope that incorporates these terms. A Growth Fit Call does not create a paid engagement. Issuing a proposal does not oblige either party to proceed.

Work begins only after the required agreement, information, access and payment conditions stated in the engagement document have been met. Payment alone forms a contract only where the engagement document clearly says that payment constitutes acceptance.

These terms are intended primarily for clients acting in the course of business. A person accepting an engagement for an organisation confirms that they are authorised to do so. Pinnacle Engine may delay starting until authorised approval is received, but these terms do not make a representative personally liable merely because authority was absent.

If a client is legally a consumer, these terms apply only to the extent they are fair and lawful. Mandatory consumer rights, including rights relating to information, service quality, cancellation and remedies, remain unaffected and must be addressed in the engagement process where applicable.

The engagement-specific proposal, Statement of Work, order form or written engagement confirmation defines the services, deliverables, exclusions, assumptions, dependencies, timescales and fees. That agreed scope controls what Pinnacle Engine is required to deliver.

For the matter it changes, a later written change order takes priority over the earlier scope. The engagement-specific document takes priority over these general terms where it expressly differs. These terms govern the remaining matters. Website copy and informal discussion do not override an agreed written engagement.

Work outside the agreed scope requires separate written agreement.

The Business Growth Assessment is a paid diagnostic engagement. Its scope depends on the business, available evidence, systems, stakeholders, risks and commercial questions that reasonably require investigation.

It may include questioning, information gathering, research, verification, cross-referencing, analysis, prioritisation and reporting. The client receives the deliverables stated in the agreed scope, normally including a Business Growth Intelligence Report where stated.

Findings reflect evidence reasonably available at the time. The Assessment cannot guarantee that every issue will be identified, and its quality depends partly on the accuracy and completeness of client information. Pinnacle Engine may identify matters requiring separate legal, accounting, financial, regulatory, technical or other specialist advice.

Implementation is not included unless the scope says otherwise. Any implementation requires separate written scope and pricing, and remains optional.

Recommendations represent Pinnacle Engine's professional judgement based on the information supplied, research performed, data available, reasonable assumptions, current business conditions and stated limitations. Facts, analysis, assumptions and professional judgement should be distinguished where material.

Recommendations may change when new evidence emerges, client information proves incomplete or inaccurate, or markets, platforms, technology, regulation or law change. A recommendation is not promised to remain appropriate indefinitely.

Pinnacle Engine does not guarantee revenue, profit, leads, sales, conversion rates, search rankings, advertising performance, cost reductions, customer retention, business valuation, market share, specific growth rates, platform approval or third-party performance.

Outcomes depend on factors including client implementation, market demand, competition, pricing, the quality of the client's offer and delivery, sales capability, customer behaviour, platform algorithms, advertising costs, economic conditions, third-party systems and client responsiveness.

This section does not reduce Pinnacle Engine's responsibility to perform its contracted work with reasonable care and skill or to deliver the agreed scope.

Where reasonably necessary, the client must provide:

• Accurate information, timely responses, relevant documentation and access to authorised decision makers.
• Necessary website, platform, analytics, advertising, CRM or operational access.
• Brand assets, content, approvals, feedback and decisions required by the agreed timetable.
• Any legal, regulatory or specialist approvals for which the client remains responsible.

The client must have authority to provide all data and materials, maintain lawful business practices, notify Pinnacle Engine of material changes and maintain appropriate backups unless backup responsibility is expressly included. Delayed, incomplete or inaccurate input may affect fees, timescales, recommendations and deliverables.

Agreed work may require access to websites, hosting, analytics, advertising accounts, CRM systems, email services, social accounts, search tools or other platforms. The parties should use delegated, named and role-based access where reasonably available and avoid sharing master passwords.

Passwords and authentication secrets must not be sent through ordinary website enquiry forms. The client decides what access to grant and remains responsible for its own account governance. Pinnacle Engine will use granted access only as reasonably necessary for the agreed work and must protect credentials appropriately.

Work may depend on third parties such as Meta, Google, Netlify, GitHub, hosting providers, domain registrars, CRM and email providers, automation and analytics platforms, payment providers, AI providers or other external software. Those services operate under their own terms and may change features, pricing, APIs, algorithms or availability; suspend accounts; reject content or advertising; or discontinue services.

Pinnacle Engine is not responsible for a failure caused solely by a third party outside its reasonable control. This does not exclude responsibility where Pinnacle Engine caused or materially contributed to the issue through its own negligence or breach.

Unless the engagement document expressly includes them, the client is responsible for advertising spend, hosting, domains, software and CRM subscriptions, email services, premium plugins, stock assets, paid data, API usage, automation tools, call tracking, AI usage and other external provider charges.

Pinnacle Engine will not purchase a recurring third-party subscription on the client's behalf without approval. If Pinnacle Engine pays an approved third-party cost, the repayment arrangement must be agreed. No markup will be added unless it is expressly disclosed and agreed.

The engagement document must state the fee, currency, any deposit or advance payment, milestones, recurring fees, due dates and payment method. Payment may be required before implementation begins where the engagement document says so; these terms do not impose universal full prepayment.

Pinnacle Engine may pause affected work where an undisputed invoice remains overdue after reasonable notice. Pausing does not create a penalty, but may move timelines and resource availability.

For qualifying business-to-business debts, Pinnacle Engine reserves the right to claim statutory interest, fixed compensation and recoverable debt-recovery costs under the Late Payment of Commercial Debts legislation in force at the relevant time. Reasonable recovery steps may be taken for an overdue undisputed invoice.

This section relies on current statutory rights and does not incorporate uncommenced proposals in the Commercial Payments Bill or any later reform before it takes legal effect.

The engagement document and invoice will state the fees and any tax lawfully chargeable. Pinnacle Engine will not charge VAT unless it is registered or otherwise legally required to do so. These terms make no representation that Pinnacle Engine is currently VAT registered.

The client remains responsible for taxes, withholding or reporting that applicable law places on the client, subject to providing appropriate evidence of any required withholding.

Ordinary operating expenses are included unless the scope says otherwise. Travel, specialist data, paid assets, external production, courier costs and other additional expenses will be charged only where agreed in advance or clearly provided for in the engagement document.

Estimated timelines depend on scope, access, information, client responsiveness, approvals and third-party platforms. A date is binding only where the engagement document expressly describes it as binding.

Pinnacle Engine will communicate a delay for which it is responsible and take reasonable steps to reduce its effect. A delay caused by the client or a third party may move dependent delivery dates.

If required information, access, feedback or approval is delayed, Pinnacle Engine may pause work, revise estimates and reallocate resources. Restart timing will depend on reasonable availability.

After prolonged inactivity, Pinnacle Engine may reschedule or close the project on reasonable written notice. The client does not automatically forfeit all prepaid money; completed work and authorised committed costs remain payable, and any balance is handled under sections 32 to 35 and applicable law.

Material changes may include new pages, platforms, campaigns, locations, integrations, deliverables, research, analysis, objectives or additional rounds of work. For a material change, Pinnacle Engine will identify the request, explain the effect on scope, fees and timing, obtain written approval, and then perform the added work.

Reasonable small adjustments within the existing objective may be handled without formal change control. Revisions are not unlimited unless the engagement document expressly says so.

The engagement document should state any review stages and revision allowance. Client feedback should be consolidated, specific and provided by an authorised contact. Approval at an agreed stage allows the next dependent stage to proceed.

Silence is not approval unless a fair and explicit deemed-approval mechanism is stated in the engagement document.

Unless expressly agreed otherwise, the client funds advertising spend directly and platform charges are separate. Campaign results and platform approval or delivery cannot be guaranteed. Budget changes require client authority, and Pinnacle Engine may recommend pausing or changing activity when evidence supports it.

The client is responsible for the legality and accuracy of claims about its products or services unless Pinnacle Engine expressly accepts a defined compliance responsibility. Pinnacle Engine will not knowingly publish unlawful or misleading content.

Search engines control their algorithms and results, rankings fluctuate, and competitor activity and platform changes may affect performance. No ranking is guaranteed. Technical changes may require client or third-party cooperation, and pre-existing practices or penalties may affect outcomes.

SEO work remains a purposeful implementation capability where the evidence supports it; this section records its limits rather than suggesting it has no commercial value.

The scope defines the deliverable, content and asset responsibilities, and any browser, device or accessibility standard. Third-party and open-source components remain subject to their licences. Hosting, maintenance, editable source files and future updates are separate unless expressly included.

Absolute defect-free operation cannot be guaranteed. If a material defect in Pinnacle Engine's delivered work is reported within the review period stated in the engagement document, or otherwise within a reasonable period, Pinnacle Engine must have a reasonable opportunity to investigate and correct work that does not materially conform to the agreed scope.

AI and automated tools may assist research, drafting, analysis, automation or delivery. Pinnacle Engine remains responsible for the professional work it agrees to provide. Automated output may require human review and verification and is not infallible.

Confidential or personal information should not be entered into an AI or automation provider without considering confidentiality, privacy, security and the provider's terms. Significant client decisions will not be delegated to unsupervised automation unless that arrangement is expressly scoped, explained and agreed.

The client retains ownership of its trademarks, logos, business content, existing website materials, data, photography and other material it supplies. The client grants Pinnacle Engine a limited licence to use those materials only as reasonably necessary to perform the engagement.

The client confirms it has the rights and permissions needed to supply and authorise use of those materials.

Pinnacle Engine retains its pre-existing and independently developed methodologies, templates, tools, frameworks, processes, know-how, reusable code, generic systems and internal working materials. This does not give Pinnacle Engine ownership of the client's business ideas, data, confidential information or client materials.

The engagement document must identify any bespoke final deliverable and the rights intended to transfer. Unless it states otherwise, on full payment Pinnacle Engine assigns to the client the copyright it owns in final bespoke deliverables created specifically for that client, subject to Pinnacle Engine's retained intellectual property, third-party licences, open-source components, stock assets and platform terms.

To the extent retained Pinnacle Engine material is embedded in a paid final deliverable, the client receives a non-exclusive, perpetual licence to use that material as part of the deliverable for its business purposes. Source code, editable source files and third-party rights are included only where the engagement document says so. Pinnacle Engine cannot assign rights it does not own.

Pinnacle Engine will not publish the client's name or logo, confidential results or a case study without appropriate permission. Permission may be limited or withdrawn for future use, subject to material already lawfully published or committed for publication.

Anonymised internal learning is permitted only where confidentiality is preserved and data-protection obligations are respected.

Each party must protect confidential information received through the engagement and use it only for the engagement or another agreed lawful purpose. This obligation does not apply to information that is already public without breach, already lawfully known, independently developed, lawfully received from another source or required to be disclosed by law.

Where lawful disclosure is required, the receiving party should give notice where legally permitted. Confidentiality continues after the engagement for as long as the information remains confidential.

Each party must comply with applicable data-protection law. Direct website interactions are described in the Privacy & Cookie Policy.

Where Pinnacle Engine processes personal data on the client's behalf, the parties must identify their roles and put in place any data-processing agreement or terms required by law before that processing begins. Those terms should cover documented instructions, confidentiality, security, subprocessors, rights assistance, end-of-contract handling and other legally required safeguards. The website Privacy Policy is not a substitute for that processor agreement.

Pinnacle Engine may use appropriately skilled contractors or specialist providers where reasonably required for the engagement. Pinnacle Engine remains responsible for managing the agreed work and must use reasonable contractual controls covering competence, confidentiality and data protection. This clause does not represent that Pinnacle Engine employs a permanent team.

These general terms do not impose an employee or contractor non-solicitation restriction. Any genuinely necessary restriction must be proportionate and expressly agreed for the relevant engagement.

Pinnacle Engine may suspend affected services where reasonably necessary because of serious overdue payment, a security risk, an unlawful instruction, material client breach, missing access, third-party platform suspension, or legal or safety concerns. Where practical, Pinnacle Engine will give notice and a reasonable opportunity to resolve the issue.

If the client cancels after agreement but before substantive work begins, Pinnacle Engine may retain or invoice only for work already completed, reasonable administration already performed, authorised non-refundable third-party costs and reasonable committed costs that cannot be avoided. The balance of any prepayment must be returned or credited as appropriate, subject to applicable law and any fair engagement-specific term.

If the client cancels after delivery has begun, fees remain payable for work completed and authorised non-refundable commitments. Pinnacle Engine will account fairly for prepaid amounts. Unperformed work is not automatically treated as fully earned unless the engagement document and the circumstances lawfully justify that result.

Items that may genuinely be non-refundable include:

• Completed work and reasonable committed work that cannot be avoided.
• Authorised advertising spend already consumed and paid data already obtained.
• Approved third-party software, stock assets, domains or specialist costs that the provider will not refund.
• Other authorised, evidenced and non-recoverable external costs.

Labelling an amount non-refundable does not override mandatory law or make the entire fee automatically earned.

Any refund or credit depends on the agreed scope, work completed, costs incurred, reason for cancellation or termination, engagement-specific terms and applicable law. Pinnacle Engine does not promise a discretionary refund, but does not remove any mandatory legal remedy.

For ongoing work, the engagement document must state billing frequency, scope boundaries, any minimum term, notice period, renewal mechanism and treatment of unused capacity. These terms do not create a default 12-month commitment or automatic rollover.

Price changes require appropriate prior notice. Unused monthly capacity does not roll over unless expressly agreed. The Growth Partnership is driven by agreed commercial priorities, not unlimited support or an assumed monthly task list.

Either party may terminate in accordance with the notice terms in the engagement document. Either party may also terminate for a material breach that cannot be remedied, or that is not remedied within 14 days after written notice where 14 days is reasonable in the circumstances.

Material grounds may include serious non-payment, unlawful instructions, serious confidentiality breach, repeated material non-cooperation or insolvency, subject to applicable insolvency law. A party may act sooner where immediate action is reasonably necessary to prevent unlawful conduct, material security harm or irreparable loss.

On termination, outstanding invoices and fees for completed work become payable; appropriate client property should be returned; account access should be revoked; and personal data should be handled under the applicable data terms. Confidentiality, accrued payment rights, intellectual-property provisions and any clauses intended to survive termination continue.

Handover depends on the agreed scope and payment status, but Pinnacle Engine will not withhold a client-owned domain or core client-owned account merely to gain leverage in a dispute.

Where included and paid for, Pinnacle Engine will provide agreed final files, transfer client-owned accounts, provide agreed credentials securely, remove its access and provide agreed documentation. Additional migration, reconstruction or handover work outside scope may be charged only when agreed.

Concerns should first be sent to pinnacleengine@gmail.com. Pinnacle Engine will acknowledge the concern, investigate it and attempt a reasonable resolution. The parties should consider good-faith negotiation before proceedings, but neither party is prevented from seeking a legal remedy or urgent relief.

Nothing in the contract excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

Subject to that paragraph and to any different reasonable cap expressly agreed in the engagement document, Pinnacle Engine's total aggregate liability arising from the relevant engagement will not exceed the total fees paid or payable to Pinnacle Engine under that engagement.

Subject to applicable law, Pinnacle Engine is not liable for indirect or consequential loss, or for loss of profit, anticipated savings or business opportunity where that loss is indirect or was not reasonably foreseeable when the contract was formed. Pinnacle Engine is not liable for loss caused by a client decision contrary to clearly stated advice, inaccurate client information or a third-party failure outside its reasonable control, except to the extent Pinnacle Engine caused or materially contributed to that loss through negligence or breach.

The client will indemnify Pinnacle Engine against a third-party claim only to the extent it arises directly from client-supplied material that infringes third-party rights, an unlawful client instruction, or a materially false product or service claim supplied by the client for publication.

Pinnacle Engine must notify the client promptly, allow reasonable participation in the defence, take reasonable steps to reduce loss and not make an unreasonable admission or settlement. The indemnity does not cover loss caused by Pinnacle Engine's unauthorised alteration, negligence or breach.

Neither party is responsible for delay caused by a major infrastructure or widespread platform outage, natural disaster, government action, war, significant cyber incident not caused by that party, or a comparable event genuinely outside reasonable control. Ordinary poor planning is not covered.

The affected party should notify the other where practical, take reasonable steps to reduce the impact and resume performance when reasonably possible. If the effect continues materially, the parties should agree a revised plan or use applicable termination rights.

Routine contractual notices may be sent by email to the addresses in the engagement documents and are treated as received when they enter the recipient's system without an error notice, provided that notices of proceedings or any notice requiring another method by law must follow that method. Ordinary project communication need not use formal notice language.

Neither party may transfer the agreement where that would materially change the engagement without the other party's written consent, not to be unreasonably withheld or delayed. Pinnacle Engine may transfer the agreement as part of a genuine sale or restructuring of its business, subject to applicable law, appropriate notice and the transferee being capable of performing the remaining obligations.

The accepted engagement document, these terms and approved written changes form the entire agreement for the engagement and replace earlier discussions about the same subject. Nothing in this section excludes or limits liability for fraud or fraudulent misrepresentation.

A material contractual change must be agreed in writing by authorised representatives. Ordinary instructions that remain within the existing scope do not require a formal contract amendment.

If a provision is invalid or unenforceable, it will be removed or limited only to the extent necessary, and the remaining provisions will continue where legally possible.

A delay or failure to enforce a right does not necessarily waive that right or prevent later enforcement.

Except where the agreement expressly says otherwise or law requires, no person who is not a party may enforce it under the Contracts (Rights of Third Parties) Act 1999.

Business-to-business engagements and related non-contractual disputes are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If a client is legally a consumer, nothing in this section removes any mandatory right to rely on another applicable law or bring proceedings in another competent jurisdiction.