Last Updated: 03/08/2026​​​​​

Our Commitment to Fair, Transparent Terms

At LicenceSync, our terms are written to be clear and even-handed, not to catch you out. They favour outcome-based engagements, fully disclosed commercial arrangements, and your right to independent, vendor-neutral advice. For how we secure and process your data, see our Security and Compliance page; for how we handle personal data, see our Privacy Policy.

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1. Governance & Priority of Documents

These Terms of Business govern the use of consultancy services provided by LicenceSync Consulting Ltd ("LicenceSync").

• 1.1 Precedence: Where a specific Project Statement of Work (SoW) or Service Agreement is executed between LicenceSync and the Client, the terms of that SoW shall take precedence in the event of any contradiction with these general Terms of Business.

• 1.2 Data Handling: For detail on the security controls, vetting, and operational safeguards referenced in these Terms, see our Security and Compliance page.

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2. Professional Status & Independence

LicenceSync provides independent IT Asset Management (ITAM), Microsoft Licensing Assurance, Optimisation and IT Asset Lifecycle Advisory. We are a vendor-neutral consultancy. To support our clients in the procurement phase, we may, with client permission, collaborate with third-party resellers (LSPs) to facilitate competitive quotes. Our primary goal is transparency and choice; any commercial arrangements associated with these partner introductions are fully disclosed to the client. This ensures our core assessments remain impartial and vendor-neutral.

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3. Services, Assurance & Optimisation Scope

• 3.1 Consultancy & Assurance: We provide forensic Microsoft licensing assurance, compliance auditing, cost optimisation, and IT Asset Lifecycle Advisory (including JML processes and decommissioning strategy) for on-premises, hybrid, M365, and Azure environments.

• 3.2 Asset Lifecycle: We assist with wider IT lifecycle projects (infrastructure upgrades, hardware refreshes etc) via trusted delivery partners.

• 3.3 Third-Party Consent: Engagements involving third parties proceed only with explicit client permission.

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4. Scope of Work & Project Management

• 4.1 Scope Definition: Project scope is defined based on initial client information, determining consultancy days and key focus areas.

• 4.2 Client Delays: If necessary data or access is not provided, LicenceSync is not obligated to extend consultancy days. We will complete deliverables using available information, noting any assumptions made.

• 4.3 Under-Scoped Projects: If LicenceSync underestimates effort based on accurate client data, we will complete the work at no extra charge. This does not apply if the environment size was misrepresented or complexities were undisclosed.

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5. Commercial Models & Payment

• 5.1 Fee Structure: Fees are agreed upon in the SoW and may be structured as Fixed Project Fees, Daily Rates, or Performance-Based Metrics (Success Fees).

• 5.2 Success Fee Definition: Where applicable, success fees are calculated against Annualised Realisable Savings identified against the prevailing Microsoft UK List Price or current baseline spend.

• 5.3 Payment Terms: A 10% deposit is required to secure bookings. Final payment is due within 14 days of project completion.

• 5.4 Late Payment Policy:

  •  14-Day Overdue Payments: If payment is not received within 14 days of the invoice date, a late payment fee of 5% of the total outstanding amount will be applied.

  • 30-Day Overdue Payments: If payment remains outstanding beyond 30 days, additional interest at 8% per annum plus the Bank of England base rate will accrue on the overdue amount (in accordance with the Late Payment of Commercial Debts (Interest) Act 1998).

  • 60-Day Overdue Payments: If payment remains outstanding beyond 60 days, LicenceSync reserves the right to pursue legal action and recover all associated costs, including solicitor fees, debt collection fees, and court costs.

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6. Data Security, Confidentiality & GDPR

• 6.1 Data Processing: LicenceSync acts as a Data Processor under UK GDPR. Client data is processed strictly for the purpose of providing consultancy services.

• 6.2 Confidentiality: We will not share project findings with any third party, including Microsoft, without explicit written consent.

• 6.3 Retention: Client data is deleted within 30 days of engagement close unless otherwise agreed.

• 6.4 Further Detail: Full detail on our security controls, vetting, and data handling practices is set out in our Security and Compliance page.

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7. Operational Resilience & IR35 Status

• 7.1 Continuity: We maintain a Business Continuity Plan to protect project delivery against key person risk. Detail is set out in our Security and Compliance page.

• 7.2 Substitution: LicenceSync reserves the Right of Substitution, providing a consultant of equivalent expertise and BPSS vetting where needed, subject to LicenceSync's own quality control review before submission to the client.

• 7.3 IR35 Status: All engagements are outcome-based (SoW), and LicenceSync bears the financial risk for delivery, factors that support an Outside IR35 position. Final status determination for medium/large and public sector clients rests with the client under the off-payroll working rules.

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8. Right to Withdraw Services

• 8.1 Professional Collaboration: LicenceSync aims for a collaborative consultancy experience. However, we reserve the right to discontinue services if the project scope changes significantly beyond the original agreement, or if client non-cooperation (e.g. failure to provide critical data) prevents meaningful progress.

• 8.2 Conflict of Interest: Services may be withdrawn if continued engagement would create a professional conflict of interest.

• 8.3 Resolution: We will make reasonable efforts to resolve any issues via formal communication before withdrawing services.

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9. Limitation of Liability & Exclusions

• 9.1 Accuracy & Good Faith: While we make every effort to ensure accuracy, recommendations are provided based on the latest information available. Final implementation decisions remain the sole responsibility of the client.

• 9.2 No Legal or Tax Advice: LicenceSync does not provide legal, financial, or tax advice. We shall not be liable for regulatory penalties, fines, or financial losses resulting from client actions.

• 9.3 Factors Beyond Control: Effectiveness depends on factors outside our control, including client implementation, accuracy of client-supplied data, and future changes in Microsoft’s licensing policies or pricing.

• 9.4 Changes After Engagement: LicenceSync is not responsible for changes made by vendors after the engagement or errors resulting from incomplete/outdated client data.

• 9.5 Liability Cap: Our total liability is limited to the fees paid for the specific services provided. LicenceSync maintains Professional Indemnity (£2m) and Public Liability (£2m) insurance via Hiscox Insurance Company Limited.

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10. Intellectual Property (IP)

All materials provided by LicenceSync, including reports and methodologies, remain the exclusive intellectual property of LicenceSync. Clients are permitted to use these for internal informational purposes only. Reproduction or rebranding without prior written consent is prohibited.

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If you have any questions about these Terms of Business or any other enquiry, please contact us at Info@LicenceSync.com  

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