Terms & Conditions
This Master Services Agreement ("Agreement") sets out the terms under which Blue Peak Consulting Group Ltd ("Blue Peak", "we", "us") provides services to its clients ("Client", "you"). This Agreement is intended to reflect a coordinated service delivery model in which Blue Peak acts as the client-facing advisor and coordinator of services, including those delivered by independent specialist providers.
1. DEFINITIONS
"Services" means the advisory, strategic, and coordination services described in an Order.
"Deliverables" means any reports, outputs, analyses, or materials provided by Blue Peak.
"Order" means any proposal, statement of work, email confirmation or invoice referencing this Agreement.
"Third Party Providers" means independent specialist providers engaged in connection with the Services, including those performing regulated or technical roles.
2. STRUCTURE OF SERVICES
2.1 Each Order forms part of this Agreement.
2.2 The Services comprise:
(a) advisory and coordination services provided by Blue Peak; and
(b) specialist or regulated services performed by Third Party Providers.
2.3 Blue Peak acts as the primary commercial interface and coordinator of the Services but does not perform regulated or technical execution services unless expressly agreed.
2.4 The Client acknowledges that the Services are delivered through a coordinated multi-party model involving independent providers.
3. NATURE OF SERVICES
3.1 Blue Peak provides strategic and advisory services relating to commercial, operational, and regulatory matters, including coordination of Third Party Providers.
3.2 Blue Peak does not provide formal legal opinions, certification, or regulated services, and does not act as a manufacturer, importer of record, authorised representative, Responsible Person, or regulatory authority in any jurisdiction.
3.3 Blue Peak’s role is limited to advisory analysis, coordination, and support of decision-making processes.
3.4 Deliverables are informational and advisory in nature and do not constitute certification, approval, or confirmation of compliance.
3.5 Blue Peak does not guarantee regulatory approval, compliance, or market access outcomes.
3.6 No provision of this Agreement shall be interpreted as creating any fiduciary duty or duty of care beyond that expressly set out herein.
4. CLIENT RESPONSIBILITIES
4.1 The Client retains sole responsibility for:
(a) product design, formulation, labelling, and claims;
(b) regulatory compliance and approvals;
(c) all decisions taken in reliance on the Services.
4.2 The Client shall:
- provide accurate, complete and up-to-date information;
- respond promptly to requests;
- ensure all representations and claims are lawful and substantiated.
4.3 Blue Peak shall be entitled to rely on all information provided without independent verification.
5. THIRD PARTY PROVIDERS
5.1 Blue Peak may engage, recommend, or coordinate Third Party Providers.
5.2 Third Party Providers are independent specialist providers and are not employees, agents, or subcontractors of Blue Peak unless expressly agreed.
5.3 Blue Peak does not control or supervise the regulated or technical activities of Third Party Providers.
5.4 Blue Peak does not warrant the suitability, performance, or compliance of any Third Party Provider.
5.5 Blue Peak’s coordination of Third Party Providers shall not be construed as an assumption of responsibility for their services or outcomes.
6. FEES AND PAYMENT
6.1 Fees are set out in the relevant Order.
6.2 Unless otherwise agreed:
- fees are payable in advance;
- Services commence upon receipt of payment;
- fees are non-refundable once work has commenced.
6.3 Blue Peak may suspend Services for non-payment.
7. TIMELINES
7.1 Timelines are estimates only and dependent on factors outside Blue Peak’s control.
7.2 Blue Peak shall not be liable for delays caused by Third Party Providers or regulatory authorities.
8. INTELLECTUAL PROPERTY
8.1 Blue Peak retains all intellectual property rights in its methodologies and materials.
8.2 Subject to payment, the Client is granted a non-exclusive licence to use Deliverables for internal business purposes.
9. CONFIDENTIALITY
Each party shall keep confidential all non-public information received from the other party.
10. DATA PROTECTION
Each party shall comply with applicable data protection laws and act as independent controllers unless otherwise agreed.
11. LIABILITY AND RISK ALLOCATION
11.1 Nothing in this Agreement excludes liability which cannot lawfully be excluded.
11.2 Subject to clause 11.1:
- Blue Peak’s total liability shall not exceed the fees paid under the relevant Order;
- Blue Peak shall not be liable for indirect or consequential losses;
- Blue Peak shall not be liable for regulatory outcomes, enforcement actions, or market access failures;
- Blue Peak shall not be liable for acts or omissions of Third Party Providers.
11.3 No claim may be brought more than 12 months after the cause of action arises.
12. CLIENT INDEMNITY
The Client shall indemnify Blue Peak against any claims arising from:
- product defects or non-compliance;
- regulatory breaches;
- marketplace enforcement actions;
- inaccurate or incomplete information provided;
- reliance by third parties on Deliverables.
13. REGULATORY POSITIONING
13.1 Blue Peak does not assume responsibility for ensuring compliance, regulatory approval, or market access.
13.2 The Client shall ensure that all regulated roles are fulfilled by appropriately qualified entities.
14. THIRD PARTY RELIANCE
Deliverables may not be relied upon by any third party without Blue Peak’s written consent.
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties.
16. PRIORITY OF TERMS
This Agreement prevails over any conflicting terms unless expressly agreed.
17. TERMINATION
Either party may terminate for material breach not remedied within 14 days.
Blue Peak may terminate immediately for non-payment.
18. INSURANCE
Blue Peak maintains appropriate professional indemnity insurance.
19. GOVERNING LAW
This Agreement is governed by the laws of England and Wales.
20. ACCEPTANCE
Execution of an Order or payment constitutes acceptance of this Agreement.