Terms & Conditions

These terms govern your engagement with Doyle Blackfriars Ltd (registered in England and Wales, company number 14688261) and Doyle Blackfriars SL (registered in Spain, company NIF B22819288), together referred to as "the Firm," and your use of this website. By engaging with the Firm or using this site, you agree to these terms. If you do not accept these terms, please do not use this site or engage the Firm's services.

1. Engagement scope

All professional engagements are subject to a written statement of work ("SOW") signed by authorised representatives of both parties. The SOW, together with these terms, constitutes the entire agreement between the Firm and the client in respect of the services described in that SOW, and supersedes all prior representations, proposals, correspondence, and understandings, whether oral or written. Where the SOW and these terms conflict, the SOW prevails. No variation to these terms is effective unless agreed in writing and signed by an authorised representative of the Firm.

The Firm provides advisory, consulting, research, and learning services on a non-discretionary basis. Nothing in any engagement, deliverable, or communication constitutes investment advice, regulated financial advice, or a personal recommendation to buy, hold, or sell any security or financial instrument. The Firm is not authorised or regulated by the Financial Conduct Authority or any equivalent EU regulatory authority. Where the Firm refers a client to regulated service providers, such referrals do not constitute endorsement and the Firm accepts no liability for the conduct of those third parties.

If any provision of these terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect. Failure by either party to enforce any provision of these terms shall not constitute a waiver of that party's right to enforce it subsequently. These terms do not confer any rights on third parties. The Contracts (Rights of Third Parties) Act 1999 is excluded in its entirety.

2. Fees and payment

Fees are agreed in advance, in writing, and invoiced in accordance with the relevant SOW. Unless the SOW specifies otherwise, all invoices are due for payment within 30 days of the invoice date. The Firm reserves the right to charge statutory interest on overdue amounts at 8% above the Bank of England base rate per annum, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, for engagements governed by English law; and at the rate prescribed by Directive 2011/7/EU on combating late payment in commercial transactions for engagements governed by Spanish law. The Firm also reserves the right to claim reasonable debt recovery costs for overdue amounts.

All fees are stated exclusive of applicable taxes. Where the supply of services is subject to UK Value Added Tax or Spanish IVA, such tax will be charged at the prevailing rate and shown separately on each invoice. Where withholding tax is required by law, the client shall gross up the payment so that the Firm receives the full invoiced amount net of any withholding. Invoices are denominated in the currency specified in the SOW; the client bears any bank transfer charges or currency conversion costs.

Payment shall be made by bank transfer to the account details shown on the relevant invoice. The Firm does not accept introduction fees, carried interest, or marketing payments from third-party managers or service providers.

3. Confidentiality

Each party (the "Receiving Party") undertakes to keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with any engagement, whether disclosed orally, in writing, or by any other means, and whether or not marked as confidential ("Confidential Information"). The Receiving Party shall: (a) use Confidential Information solely for the purposes of performing its obligations or exercising its rights under the relevant SOW; (b) not disclose Confidential Information to any person without the Disclosing Party's prior written consent, except to its employees, officers, and professional advisers who have a need to know for those purposes and are bound by obligations of confidentiality no less protective than those in this clause; and (c) apply to Confidential Information no less protection than it applies to its own confidential information of a similar nature, and in any event no less than reasonable care.

This confidentiality obligation survives termination or expiry of any engagement for a period of five years.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of these terms; (ii) was already in the Receiving Party's possession, free of any obligation of confidentiality, at the time of disclosure; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by applicable law, regulatory authority, or court order, provided that the Receiving Party, where lawfully permitted, gives the Disclosing Party reasonable prior written notice and cooperates with any effort to seek a protective order.

4. Intellectual property

All written deliverables, reports, frameworks, tools, and other materials produced by the Firm in connection with an engagement ("Deliverables") remain the intellectual property of the Firm until all fees in respect of that engagement have been paid in full. Upon receipt of full and cleared payment, the Firm grants the client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the client's own internal business purposes only.

The client may not reproduce, publish, distribute, sublicense, or otherwise make Deliverables available to third parties, in whole or in part, without the Firm's prior written consent. For the avoidance of doubt, this restriction applies to distribution to investors, portfolio companies, and co-investors unless expressly permitted in the relevant SOW.

The Firm retains all rights in its background intellectual property, including pre-existing methodologies, frameworks, data, and tools, and nothing in these terms or any SOW transfers ownership of such background intellectual property to the client. The Firm may use anonymised or aggregated information derived from any engagement for research, thought leadership, or internal product development, provided such use does not identify the client or disclose Confidential Information.

The client warrants that any materials it provides to the Firm for use in an engagement do not infringe any third party's intellectual property rights, and the client shall indemnify the Firm against any loss, cost, or liability arising from such infringement.

5. Liability

To the fullest extent permitted by applicable law: (a) the Firm's aggregate liability to a client under or in connection with any engagement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by that client under the relevant SOW in the twelve months preceding the event giving rise to the claim; and (b) the Firm shall not be liable for any indirect, special, incidental, or consequential loss or damage, including but not limited to loss of profits, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill, business interruption, or claims made against the client by third parties, however caused and whether or not the Firm has been advised of the possibility of such loss.

Nothing in these terms limits or excludes liability for: (i) death or personal injury caused by the Firm's negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law.

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including without limitation acts of God, fire, flood, pandemic, epidemic, war, terrorism, civil unrest, government action or regulation, strikes or industrial action, or failure of third-party networks, utilities, or services ("Force Majeure Event"). The party affected shall promptly notify the other in writing. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected SOW by written notice without further liability, save for payment of fees accrued for work already performed.

6. Data protection

Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018 in respect of personal data processed in the United Kingdom, and Regulation (EU) 2016/679 (the EU General Data Protection Regulation) in respect of personal data processed in the European Union (together, "Applicable Data Protection Law").

Where the Firm processes personal data on behalf of a client in the course of providing services, the Firm does so as a data processor acting on the client's documented instructions. In such cases, the parties shall execute a data processing agreement containing the terms required by Applicable Data Protection Law before processing commences.

Where the Firm processes personal data as a data controller — including personal data of the client's personnel and website visitors — it does so in accordance with its Privacy Notice, available at doyle-blackfriars.com/policies/privacy-notice. By using this website or engaging the Firm's services, you acknowledge that you have read and understood the Privacy Notice.

The Firm implements appropriate technical and organisational measures to protect personal data against unauthorised access, accidental loss, destruction, or alteration. Any personal data breach affecting the other party's personal data will be notified without undue delay, and in any event within 72 hours of the Firm becoming aware of it, where notification is required by Applicable Data Protection Law.

7. Governing law

These terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes and claims), are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Where a client engages Doyle Blackfriars SL under a statement of work that expressly specifies Spanish law as the governing law, that SOW and any dispute arising from it shall be governed by the laws of Spain and subject to the non-exclusive jurisdiction of the courts of Madrid. In all other respects these terms continue to apply.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to any engagement.

8. Contact

Questions about these terms should be sent to hello@doyle-blackfriars.com.