Terms of business

1. PARTIES

1.1. These Terms of Business supplement the agreement made between the parties set out in a Client Contract. We will start work when you accept our Client Contract.

1.2. You can accept by letting us know that you accept, asking us to start work, or making the initial deposit payment.

2. SERVICES

2.1. The Services to be provided are set out in the Client Contract. They can be amended by completing a Change Request Form and issuing a revised booking.

2.2. The fee for the Services is set out in the Client Contract. Unless otherwise specified, office out-of-pocket expenses (including stationery, telephone charges for phone-based work, postage, USBs, DVDs, CDs, paper and consumables) will be charged as an additional charge.

2.3. Work is entirely undertaken remotely offsite.

3. BASIS OF AGREEMENT

3.1. Our Services are provided on a ‘business-to-business’ basis. If you are using us for something personal (that is, as a consumer rather than related to your business), any special cancellation rights you may have as a consumer will not override your obligation to pay for work that we have done in accordance with a Client Contract.

3.2. The person named in the Client Contract will be our main contact and has the authority to agree on payments and tell us what work to do. We will not order any goods or services on your behalf unless it is authorised by that person.

3.3. The primary provider of the Services will be identified in the Client Contract.

3.4. We may use associates to provide continuity of cover or the appropriate skills mix for your Client Contract. We contract with our associates in writing to provide appropriate levels of security and confidentiality in line with our service to you. Where they access personal data about living individuals, we will share your data processing instructions.

3.5. Time-based projects are charged in 15-minute slots, so a five-minute call may incur a 15-minute charge if this is a unique call during the day. Fees will be subject to a minimum one-hour charge on days where work is required.

4. TIMING & STANDARD OF PROVISION OF SERVICES

4.1. We will use our reasonable endeavours to deliver the Services according to the timetable described in the Client Contract. We will let you know if we expect that deadlines may not be met. Where work is undertaken by retainer and no deadline was specified in the Client Contract, you must specify your priorities and deadlines in line with the amount of work you have purchased.

4.2. Our ability to meet deadlines depends on your giving us access on time to all the information or resources we need from you.

4.3. While we do everything we can to ensure the accuracy of the work we do for you, the final sign-off rests with you. It is your responsibility to check the work before it goes out.

4.4. We use some software and equipment at no additional charge to you. Where we need license fees or usage fees to provide support for you, we will charge you the cost of any licenses you have authorised us to purchase. We will normally provide all equipment needed to perform the Services. We will set out in the Client Contract what they are and whether they are chargeable to you.

5. FEES, PAYMENTS & EXPENSES

5.1. Fees are chargeable in accordance with the Client Contract. Where applicable, VAT will be charged at the appropriate rate.

5.2. Where the Client Contract is for a fixed project fee or retainer, additional work outside the scope of the original Client Contract will be charged at our standard hourly rate unless stated otherwise in the Client Contract.

5.3. A deposit payment is due on retainers or projects before work commences. The non-payment of a fee may delay starting the work even if you have accepted the terms and asked us to start. Payments means when cleared funds appear in our bank account.

5.4. Unless otherwise specified in the Client Contract, retained hours cannot be carried forward to the following month.

5.5. Payment is due as set out on the Client Contract or, if not specified there, payable within seven calendar days from the date of invoice.

5.6. We reserve the right to charge interest on overdue amounts at the rate set out in the Client Contract or, where the Client Contract does not specify, at 10% per month.

5.7. Any time and expenses incurred in responding to your requests to audit data for GDPR compliance or complying with an external legal body’s legal requirements to disclose information or submit to audit may result in charges at our normal rate for the work incurred.

5.8. Upon termination of a Client Contract, further time-based charges may be incurred in handing over, returning, data, or responding to enquiries. This would be charged at our normal hourly rate.

6. OWNERSHIP OF WORK

6.1. The Rights in work done under this Agreement will be ours. Upon payment of our fees and charges, we will assign to you the Rights in any work specifically created under the Client Contract. We agree to sign any further documents needed to complete the transfer of Rights to you. This will not include the Rights to any templates, structures or methodologies that we used to create your material.

6.2. You promise not to breach any third-party copyright rights in sending us material to work on and not to use any confidential or restricted information that belongs to someone else in sending us work.

6.3. We will not access, use, copy, distribute, publish or adapt any part of any information, data or documents created uniquely for you (once paid for), for our own or any other person’s benefit or purposes.

7. POLICIES & PROCEDURES

7.1. If there is anything about your project that is not going as you want, or if you have any query or complaint, speak to us straight away. Once you have signed off work as complete, the work is complete and further changes will be charged separately.

7.2. Any further specific requirements must be specified in the Client Contract.

8. CONFIDENTIAL INFORMATION

8.1. You may need to share Confidential Information with us. It may be business information or information about individuals. We will only use Confidential Information that you send us to perform the services set out in the Client Contract or if we are required to disclose it by law. We may keep some Confidential Information to keep a record of what we did for you.

8.2. We will need to agree with you on a safe and secure system of you sending us your confidential documents and information (and us returning them to you). We do not agree to be liable for data that is not securely transmitted to us.

8.3. Any passwords you give us are for our exclusive use. We will report any password changes required by site security and make sure you have up-to-date access.

8.4. Where you wish us to access systems that contain information that identifies living individuals, you should provide us (at your own expense) with a unique login to your existing software platforms and systems.

9. DATA PROTECTION & GDPR

9.1. We will process your own personal data in line with our Privacy Policy.

9.2. We will apply security measures you set out in writing for protecting and securing your data. We will offer our advice as administrators on ways we think will work, but we are not offering legal advice on compliance and you should seek your own advice to satisfy yourself that your security measures are adequate.

9.3. We will process personal third-party data on your behalf only in response to your written instructions via email, except where we are required by law to do so. We will take appropriate measures to ensure the security of our processing of your third-party data.

9.4. On written request by you, we will delete or return all third-party personal data supplied by you or assembled by us in the course of delivering Services to you. This will result in additional time-related charges.

9.5. Unless specified otherwise in writing, we will delete all third-party data from systems within our control within six weeks of the end of the Client Contract without returning copies to you; we will not remove data from systems you have given us access or log-ins to, since those systems will remain under your control and we would expect you to be removing our access to them after the end of a Client Contract.

9.6. If you wish us to store 3rd party information beyond the termination of the Client Contract and the six-week run-on, you must specify this in writing. This will result in additional related charges.

9.7. It is your responsibility at all times to specify suitably secure platforms and processes and to share data with us in a secure way.

10. RESTRICTIONS & LIMITATIONS

10.1. While working with us, you may interact with our associates and employees who support us. They are all under contractual terms that prohibit them from working directly for our clients for a period after they work for you. If you genuinely want one of our team members to work directly for you, we would consider releasing them from their contractual obligations for a fee of not less than £3000.

10.2. We will not be liable for failure to provide services where it is not reasonably practicable to do so due to circumstances beyond our control.

10.3. You will indemnify us against any fines, costs, expenses, losses or other harm that comes to us from following any unlawful instruction or instruction to act in an unlawful way that was given by you.

10.4. There shall be no personal liability of any of our principals, directors, partners, employees, associates or sub-contractors arising in any way out of the performance or non-performance of services or relating to the supply of products.

10.5. We shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third-party claims.

11. TERMINATION

11.1. Either party may end this Project Agreement by giving one month’s notice in writing. Notice shall be given by email to the address used on the most recent Client Contract unless a new email address has been notified by either party.

11.2. Termination of this Project Agreement shall not affect rights and obligations already accrued prior to termination.

11.3. Any work done after the termination of a Client Contract or these Terms will be charged at the normal hourly rate. This will include responding to emails, returning information, finding information, or any other action taken as a result of an email or telephone call from you or the workgroup normally assigned to give instructions to us. If you wish to avoid this, please remove us from all email groups and email correspondence and make no further requests for action or information. Termination of a Project Agreement will not invalidate such charges, and invoices should be paid in accordance with the terms of this Agreement.

12. DEFINITIONS & LAW

12.1. In these Terms of Business, the following words or phrases have the meaning set out below:

• "Client Contract" - an agreement that we will supply Services on specified occasions and/or with a specified outcome as set out in a Client Contract Form or in a formal proposal.

• “Confidential Information” - all information that we discover because of or through our connection with you and which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors). However, "Confidential Information" does not include information that is openly published by you or information that is publicly available without breach of our confidentiality obligation.

• “Personal data” - information about identifiable living individuals.

• “Processing” - when applied to personal data, the term ‘processing’ means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it.

• “Project Agreement” - the agreement comprised in a Client Contract and these Terms.

• “Rights” – includes intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks; the right to apply for or register any such protection; all rights relating to trade secrets and other unpublished information.

• "Services" - the work to be supplied or the outcomes to be achieved by us, as set out in a Client Contract.

• “Third-Party Data” - personal data about an individual other than you.

• “You” - refers to the person, firm or organisation for whom Services will be performed by us.

• “We” and “us” - refer to the person, firm or organisation agreeing to provide Services.

12.2. If we or you delay or fail to enforce any term of a Client Contract or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.

12.3. This Agreement is governed by English law and subject to the exclusive jurisdiction of the English courts.