These Terms and Conditions apply to services supplied by CPC Group Ltd (Company Number 16710028), trading as Crown Partners Consultancy.
1.1 In these Terms and Conditions, the following definitions apply:
Supplier means CPC Group Ltd (Company Number 16710028), trading as Crown Partners Consultancy.
Buyer means the person, firm, or company purchasing Services from the Supplier.
Services means the consultancy, advisory, bid support, opportunity identification, and related services provided by the Supplier as described in the Order Form, proposal, or otherwise agreed in writing.
Order Form means the document executed between the parties setting out the agreed commercial terms.
Opportunity means any public sector contract, framework, dynamic purchasing system (DPS), call-off, procurement exercise, or related opportunity identified, introduced, supported, or submitted as part of the Services.
Retainer means the ongoing consultancy service provided by the Supplier on a recurring fee basis as set out in the Order Form.
Gainshare means any success-based fee, commission, or percentage of contract value payable to the Supplier in respect of a qualifying Opportunity.
Submission means any bid, application, response, or documentation submitted to a contracting authority as part of a Procurement Process.
Official Request for Engagement means the Buyer’s express written request for the Supplier to support a specific Opportunity in accordance with Clause 8.
Procurement Process means any formal public sector tender, framework application, dynamic market application, call-off process, or contract award process governed by a contracting authority or other public body.
Introduced Opportunity Register means the record maintained by the Supplier of Opportunities identified, shared, or discussed with the Buyer during the course of the Services.
Material Error has the meaning given in Clause 6.
Confidential Information means all information disclosed by one party to the other, whether orally or in writing, that is confidential or commercially sensitive, including pricing, strategy, pipeline data, bid materials, technical information, financial information, and business records.
Client-Specific Materials means any materials, documents, draft responses, submissions, reports, recommendations, or other outputs created specifically for the Buyer in the course of delivering the Services.
1.2 References to clauses are to clauses within these Terms.
1.3 Headings are for convenience only and do not affect interpretation.
1.4 References to “in writing” include email correspondence.
2.1 These Terms and Conditions, together with the Order Form and any proposal or other document expressly incorporated by reference, constitute the entire agreement between the Supplier and the Buyer and apply to every contract unless expressly varied in accordance with Clause 2.5.
2.2 These Terms override any terms issued by the Buyer unless expressly agreed in writing by the Supplier.
2.3 The Buyer is responsible for the acts and omissions of its employees, agents, and subcontractors involved in connection with the Services as if they were the acts and omissions of the Buyer itself.
2.4 No order shall be accepted unless confirmed in writing by the Supplier. The Supplier shall not be bound by verbal instructions or by the issuance of a purchase order alone.
2.5 No variation to these Terms, the Order Form, or the scope of Services shall be effective unless agreed in writing by both parties and approved by their authorised representatives.
2.6 In the event of any conflict between the Order Form and these Terms, the Order Form shall prevail only to the extent of the specific commercial terms expressly stated to override these Terms. In all other respects, these Terms shall apply.
2.7 The individual signing the Order Form on behalf of the Supplier confirms that they are authorised to bind CPC Group Ltd (Company Number 16710028).
2.8 The individual signing the Order Form on behalf of the Buyer confirms that they are authorised to bind the Buyer.
3.1 The Services shall be those described in the Order Form, proposal, and agreed written communications, which together form the full scope of engagement.
3.2 The Supplier provides a structured consultancy service designed to improve the Buyer’s ability to secure public sector contracts. This may include compliance assessment, framework positioning, opportunity identification and mapping, bid support, commercial advisory, social value and ESG support, procurement strategy, training, post-award support, and related advisory services.
3.3 Where Services are provided on a Retainer basis, the Supplier shall undertake ongoing identification, mapping, screening, refinement, and discussion of Opportunities as a core element of the Services.
3.4 The Buyer shall provide a complete and accurate copy of its existing sales pipeline within seven (7) days of commencement and shall update such information as reasonably required. This is necessary to avoid duplication of effort and ensure efficient targeting of Opportunities.
3.5 The Supplier shall provide Opportunities to the Buyer on a periodic basis, typically bi-weekly, and the parties shall engage in regular review discussions, typically every two (2) to four (4) weeks, to assess suitability, refine targeting criteria, and agree next steps.
3.6 The Buyer acknowledges that the Retainer provides access to expertise, structured delivery, and ongoing opportunity generation and does not guarantee any specific number of Opportunities, Submissions, awards, or contract wins.
3.7 Unless otherwise agreed in writing, any Retainer shall be subject to the minimum engagement period specified in the Order Form.
3.8 The Buyer acknowledges that opportunity identification, qualification, and win outcomes are inherently dependent on factors outside the Supplier’s control, including procurement body decisions, market competition, Buyer responsiveness, pricing, financial standing, accreditations, bidder behaviour, and changes to procurement scope or timetable.
3.9 The Supplier shall not be responsible for duplication of Opportunities where the Buyer has failed to provide accurate or complete pipeline data.
3.10 Any timelines referenced are indicative only and subject to procurement body processes, Buyer engagement, and the availability of relevant information.
4.1 The Buyer shall provide appropriate contact points with delegated authority to support delivery of the Services, including, as a minimum, a technical lead, commercial lead, and delivery or service management representative where relevant.
4.2 The Buyer shall comply with the following response time requirements:
4.3 The Buyer shall provide all requested information, documentation, approvals, and confirmations within the required timeframes and in any event no later than one (1) week prior to any Submission deadline unless a shorter timetable is imposed by the procurement body.
4.4 The Buyer shall notify the Supplier within twenty-four (24) hours of any delay, issue, or inability to meet its obligations and shall maintain a minimum of two (2) active contact points to ensure continuity.
4.5 The Buyer retains full responsibility for all pricing, financial modelling, commercial decisions, delivery commitments, and final approval of any Submission.
4.6 The Buyer shall monitor procurement portals daily during evaluation periods and notify the Supplier immediately of any clarification requests, updates, or communications.
4.7 Where system access is required, such access shall be agreed in advance and provided on a secure, limited, and controlled basis in accordance with the Buyer’s internal security, audit, and compliance requirements.
4.8 Access shall be granted only for the duration necessary to support the relevant Submission and may be restricted, monitored, or revoked by the Buyer at any time, including following submission of the relevant Opportunity.
4.9 Where the Buyer elects not to provide such access and instead undertakes Submission itself, the Supplier shall have no responsibility for submission accuracy, compliance, or outcome.
4.10 The Buyer warrants that all information provided to the Supplier is accurate, complete, and not misleading.
4.11 Where multiple stakeholders are involved, the Buyer shall ensure internal alignment and timely approvals to avoid delays.
4.12 Failure by the Buyer to comply with this clause shall constitute a material breach of contract, shall materially impact the Supplier’s ability to deliver the Services, and shall invalidate any guarantee or performance-based commitment. In such circumstances, the Supplier shall bear no liability for any resulting outcome and all fees shall remain due and payable.
4.13 The Buyer acknowledges that failure to comply with response times may result in missed Opportunities and shall not give rise to any claim against the Supplier.
5.1 The Supplier shall use reasonable skill and care in delivering the Services and shall manage the process in accordance with a fair and practical service-level approach.
5.2 Where reasonably possible, the Supplier shall notify the Buyer in advance of key deadlines and provide reasonable opportunity for the Buyer to respond.
5.3 Where the Buyer fails to meet its obligations, the Supplier shall notify the Buyer and may continue delivery on a reasonable endeavours basis but shall not be held responsible for the resulting outcome.
5.4 In the event of an unsuccessful outcome, the Supplier may provide feedback, review, and recommendations for future Opportunities.
5.5 The Supplier shall not be required to deliver Services where Buyer obligations are not met and may reprioritise resources accordingly.
6.1 The Supplier shall not be held liable for any performance of the Buyer, any decision of a contracting authority, or any rejection, cancellation, suspension, or amendment of a Submission arising from inaccurate, incomplete, or misleading information provided by the Buyer.
6.2 A refund shall only apply where the Buyer can demonstrate a Material Error by the Supplier in the execution of the agreed Services.
6.3 For the purposes of this agreement, a Material Error means a demonstrable failure by the Supplier including, but not limited to:
(a) failure to complete mandatory responses;
(b) submission of information into incorrect fields;
(c) failure to meet submission deadlines due solely to the Supplier;
(d) failure to advise on mandatory requirements known to the Supplier and applicable to the relevant Submission.
6.4 Material Error does not include:
(a) inaccurate or incomplete information provided by the Buyer;
(b) pricing or commercial decisions made by the Buyer;
(c) undisclosed exclusions, risks, or compliance issues;
(d) failure by the Buyer to comply with its obligations;
(e) procurement body changes or third-party system failures.
6.5 Any refund shall be calculated on a pro-rata basis relative to the unsuccessful element only and shall be contingent upon full compliance by the Buyer with this agreement.
6.6 Any claim for refund must be submitted in writing within fourteen (14) days of the relevant outcome.
6.7 The burden of proof for demonstrating a Material Error rests with the Buyer.
7.1 Fees shall be payable as set out in the Order Form.
7.2 Unless otherwise agreed in writing, fees shall be payable in advance, or where credit terms apply, payment shall be due within seven (7) days of invoice and time for payment shall be of the essence.
7.3 The Supplier reserves the right to charge interest and statutory compensation on overdue payments and to recover reasonable costs incurred in collection.
7.4 The Buyer shall not withhold or set off any payment except in the case of a genuine dispute notified in writing.
7.5 The Supplier reserves the right to suspend delivery of Services where payment is overdue, and all fees shall remain due.
7.6 Unless otherwise agreed in writing for a specific Opportunity, Gainshare shall be payable either:
(a) on sums actually received by the Buyer under the relevant awarded contract, at the applicable Gainshare rate; or
(b) in full upon contract award, where the Buyer elects to settle at the reduced rate specified in Clause 8.9.
7.7 Where the Buyer elects to settle Gainshare in full upon contract award pursuant to Clause 8.9, the Supplier may invoice such amount upon contract award or contract signature.
7.8 All sums are exclusive of VAT unless stated otherwise.
8.0 For the avoidance of doubt, the identification, introduction, or discussion of any Opportunity forms part of the Retainer Services and shall not give rise to any entitlement to Gainshare.
8.1 No Opportunity shall be deemed engaged, progressed, or supported by the Supplier unless and until the Buyer has provided an Official Request for Engagement in respect of that specific Opportunity.
8.2 An Official Request for Engagement must clearly identify:
(a) the specific Opportunity;
(b) the contracting authority;
(c) the reference or procurement identifier, where applicable;
(d) the intended scope of Supplier support; and
(e) the agreed fee basis for that Opportunity.
8.3 Gainshare shall apply only where both parties have expressly agreed in writing, in advance, to a specific named Opportunity, with the authority, reference, scope of support, and fee basis clearly recorded.
8.4 Informal advice, exploratory discussions, preliminary input, or ad hoc support shall not constitute engagement and shall not give rise to any entitlement to Gainshare.
8.5 The Supplier shall maintain an Introduced Opportunity Register, recording Opportunities identified, shared, or discussed with the Buyer during the course of the Services.
8.6 Where an Opportunity is recorded in the Introduced Opportunity Register and is not expressly rejected by the Buyer within five (5) working days via email, it shall be deemed accepted for consideration purposes only and may be progressed to discussion.
8.7 For the avoidance of doubt, such acceptance shall not constitute formal engagement or instruction to proceed.
8.8 Unless otherwise agreed in writing for a specific Opportunity, Gainshare shall be calculated as ten percent (10%) of the total contract value (TCV) for the full term of the initial awarded contract.
8.9 The Buyer may elect to settle such Gainshare at a reduced rate of six point five percent (6.5%) of TCV where payment is made in full upon contract award.
8.10 Gainshare shall apply only to the initial contract award and shall not extend to renewals, extensions, variations, call-offs, future related work, or any other subsequent award unless expressly agreed in writing.
8.11 Any contract award obtained without the Supplier’s formal engagement pursuant to Clause 8.1 shall not be subject to Gainshare.
8.12 To safeguard the Buyer’s commercial position, Gainshare shall be capped at one third (33%) of the Buyer’s profit margin for the relevant Opportunity.
8.13 For the purposes of Clause 8.12, profit margin shall be calculated as net contract revenue minus direct delivery costs attributable to that Opportunity.
8.14 The Buyer may request a contract-specific commercial arrangement in place of the standard Gainshare model, which shall be agreed in writing prior to engagement and may include a fixed fee, alternative percentage, or day rate.
8.15 The Buyer shall not, directly or indirectly, circumvent the Supplier in relation to any Opportunity where the Supplier has been formally engaged under Clause 8.1, for a period of twenty-four (24) months from the date of such engagement.
9.1 The Supplier may, at its discretion, initiate or support an appeal of a procurement decision where reasonable grounds exist.
9.2 Procurement bodies may alter scope, timelines, requirements, or evaluation criteria without notice, and such changes are outside the Supplier’s control and shall not constitute a breach of this agreement.
9.3 Where procurement timelines change, the Supplier may pause, reschedule, or resume Services accordingly.
9.4 Where an Opportunity becomes unsuitable due to changes in scope or requirements, the Supplier may propose alternative Opportunities.
9.5 Where the Buyer declines such alternatives, the Buyer may exercise cancellation rights in accordance with this agreement.
9.6 The Supplier shall not be liable for any impact arising from procurement body decisions, changes, delays, withdrawals, suspensions, or cancellations.
10.1 The Supplier shall not be liable for any loss arising from inaccurate or misleading data provided by the Buyer or third parties.
10.2 The Supplier shall not be liable for delays caused by third parties, procurement bodies, external systems, or portal failures.
10.3 Subject to applicable law, the Supplier’s total liability shall not exceed the total fees paid by the Buyer in the preceding twelve (12) months.
10.4 The Supplier shall not be liable for any indirect or consequential loss, including loss of profit, revenue, contracts, anticipated savings, reputation, or opportunity.
11.1 All methodologies, templates, frameworks, know-how, systems, processes, drafting structures, wording banks, and pre-existing materials developed or provided by the Supplier shall remain the intellectual property of the Supplier.
11.2 Subject to full payment of all applicable fees, the Buyer is granted a non-exclusive, non-transferable, revocable licence to use materials provided by the Supplier solely for the Buyer’s internal business purposes.
11.3 The Buyer shall not reproduce, distribute, sub-license, commercialise, or share such Supplier materials with any third party without the prior written consent of the Supplier, except where reasonably necessary for the Buyer’s own internal business operations, procurement activity, bid submissions, contract delivery, or professional advice.
11.4 Subject to full payment of all applicable fees, ownership of Client-Specific Materials created specifically for the Buyer in the course of delivering the Services shall vest in the Buyer.
11.5 For the avoidance of doubt, the Supplier shall retain ownership of all underlying methodologies, templates, frameworks, know-how, systems, processes, drafting structures, wording banks, and pre-existing materials incorporated into, referenced by, or used to create any Client-Specific Materials.
11.6 The Buyer shall have the right to use, copy, amend, submit, and adapt the Client-Specific Materials for its own internal business purposes, procurement activity, submissions, contract delivery, and related operational purposes.
11.7 Nothing in this agreement shall prevent the Supplier from using its general know-how, experience, methodologies, drafting techniques, or non-confidential learnings gained in the course of providing the Services, provided that the Supplier does not disclose the Buyer’s Confidential Information.
11.8 The Buyer retains ownership of all information, documents, data, branding, and materials supplied by the Buyer to the Supplier for the purposes of the Services.
12.1 Each party shall keep Confidential Information confidential and shall not disclose it to any third party except as required for delivery of the Services or as required by law.
12.2 Each party shall use the other party’s Confidential Information solely for the purposes of performing or receiving the Services.
12.3 This obligation shall survive termination of the agreement.
13.1 The Supplier may provide services to other clients, including clients operating in similar sectors or pursuing similar opportunities, provided that the Supplier shall not disclose or misuse the Buyer’s Confidential Information in doing so.
13.2 The Supplier shall use reasonable endeavours to identify any actual conflict of interest which materially affects its ability to deliver the Services to the Buyer fairly and properly and, where such conflict arises, shall notify the Buyer promptly.
13.3 Where an actual conflict of interest arises which cannot reasonably be managed, either party may require the affected Services to be paused, varied, or terminated in respect of the relevant Opportunity, without prejudice to fees properly accrued up to that point.
14.1 The Buyer shall not, during the term of this agreement and for twelve (12) months thereafter, directly solicit with a view to engagement any employee or contractor of the Supplier who has been materially involved in the delivery of the Services, without the Supplier’s prior written consent.
15.1 The Buyer may cancel within seven (7) days of order by written notice.
15.2 Where work has commenced, the Buyer shall pay for all work completed, committed, or reasonably incurred up to the date of cancellation or termination.
15.3 The Supplier may terminate the agreement where reasonable grounds exist, including breach of Buyer obligations, non-payment, lack of engagement, or breakdown of the working relationship.
15.4 Upon termination, no further Retainer payments shall be due beyond the termination date unless otherwise expressly stated in this agreement or the Order Form, and all accrued fees and sums due up to the termination date shall remain payable.
15.4A Unless otherwise expressly stated in the Order Form, all Retainer agreements shall run for an initial term of twelve (12) months from the commencement date. The Buyer may terminate the Retainer at any time on or after the date falling six (6) months from the commencement date by giving not less than thirty (30) days’ written notice to the Supplier. Upon expiry of that notice, the Retainer shall terminate and no further Retainer fees shall be payable beyond the effective termination date, save that all accrued fees and sums due up to that date shall remain payable.
15.5 Gainshare rights shall survive termination only in respect of Opportunities which were the subject of an Official Request for Engagement in accordance with Clause 8 prior to termination.
15.6 No Gainshare shall arise in respect of any Opportunity which has not been the subject of an Official Request for Engagement in accordance with Clause 8 prior to termination.
15.7 Upon termination, the Supplier shall have no obligation to continue active support on any live Opportunity unless otherwise agreed in writing. Any further support requested by the Buyer after notice of termination shall be subject to separate agreement and additional fees unless already covered by the Order Form.
15.8 Termination of the agreement shall not affect any rights, remedies, obligations, or liabilities accrued prior to the effective date of termination.
16.1 If any provision of this agreement is found to be unenforceable, the remainder shall remain in full force and effect.
16.2 This agreement shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.
16.3 Nothing in this agreement shall create a partnership, joint venture, agency, or employment relationship between the parties.
16.4 The Buyer may not assign this agreement without prior written consent from the Supplier.
16.5 Any notice under this agreement shall be given in writing and may be served by email or by post to the contact details notified by the receiving party from time to time.
16.6 Neither party shall be liable for any delay or failure to perform its obligations under this agreement to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, war, civil unrest, industrial dispute, failure of utilities, failure of telecommunications or internet services, or acts or omissions of governmental or regulatory bodies, provided that the affected party notifies the other party as soon as reasonably practicable.
16.7 No failure or delay by either party in exercising any right or remedy under this agreement shall operate as a waiver of that or any other right or remedy.
CPC Group Ltd
Trading as Crown Partners Consultancy
Company Number: 16710028
Email: enquiries@crownpartners.co.uk
Registered Office: 24 Hunts Field Close, Lymm, WA13 0SS