Terms of Business

1. Definitions

Background IP: pre-existing intellectual property owned by a party. Deliverables: outputs we create for you under a Statement of Work (SoW). Services: the HR consultancy services described in an Order/SoW. SoW/Order: a document agreed by the parties describing scope, fees and timelines.

2. Scope and engagement

We will provide the Services described in the agreed SoW or Order. Changes to scope will be handled via written change control. We may use suitably qualified subcontractors; we remain responsible for their work.

3. Your responsibilities

• Provide timely information, access and decisions, and identify a project lead
• Ensure materials you supply are accurate and lawful to use
• Obtain any internal approvals needed for us to proceed

4. Fees, expenses and payment

Fees are as set out in the SoW/Order (day-rate, fixed fee or retainer). We invoice monthly in arrears unless stated otherwise. Invoices are due within 14 days of issue. We may charge reasonable pre-approved expenses at cost (e.g., travel, lodging). All fees are exclusive of VAT where applicable. Late payments may incur interest at 4% per annum above the Bank of England base rate, accruing daily until paid.

5. Confidential information

Each party must keep the other’s Confidential Information strictly confidential and use it only to perform or receive the Services. Obligations do not apply to information that is public, independently developed or legally disclosed. On request or termination, Confidential Information must be returned or securely destroyed, except for one archival copy retained to meet legal or audit requirements.

6. Data protection

Each party will comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018. We are an independent controller for business operations (e.g., billing, CRM) and may act as a processor where we handle personal data on your documented instructions in the course of HR administration assignments. Where we act as processor, a data processing schedule will apply, including confidentiality, security measures, data subject assistance, international transfer safeguards and breach notification.

7. Intellectual property

Each party retains ownership of its Background IP. On payment of all fees, we assign to you all IP in bespoke Deliverables created specifically for you, excluding our Background IP and generic know-how, methods and templates. For any embedded Background IP, we grant you a non-exclusive, perpetual, royalty-free licence to use it solely for your internal business purposes.

8. Non-solicitation

Neither party will, without the other’s consent, solicit for employment any staff directly involved in the Services during the engagement and for 12 months after, other than via a general recruitment campaign not targeted at such staff.

9. Warranties and reliance

We will perform the Services with reasonable skill and care. Except as expressly stated, all warranties are excluded to the extent permitted by law. Our Services provide HR and compliance guidance and are not legal or tax advice. You should obtain independent legal or tax counsel where appropriate.

10. Liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to the foregoing, neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or anticipated savings. Our aggregate liability arising out of or in connection with the Services is capped at the total fees paid or payable in the 12 months preceding the claim (or, for engagements shorter than 12 months, the fees paid or payable for that engagement).

11. Insurance

We maintain professional indemnity insurance at a level appropriate to the Services. Evidence of cover is available on request.

12. Term and termination

These Terms start on the effective date of the first SoW/Order and continue until terminated. Either party may terminate an SoW/Order for convenience with 30 days’ notice, or immediately for material breach not remedied within 14 days, insolvency, or a legal/regulatory change that makes performance unlawful. On termination, you will pay for Services performed and committed costs up to the termination date.

13. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, provided reasonable mitigation is taken.

14. Notices

Formal notices must be in writing and sent to the addresses set out in the SoW/Order (or updated in writing). Email is acceptable if receipt is acknowledged.

15. General

• Entire agreement: these Terms and any SoW/Order form the entire agreement and supersede prior discussions
• Variation: changes must be in writing and signed by both parties
• Assignment: neither party may assign without consent (not to be unreasonably withheld), except to an affiliate or on a business sale
• Third-party rights: no third party has rights under the Contracts (Rights of Third Parties) Act 1999
• Governing law: England and Wales; exclusive jurisdiction of the courts of England and Wales

Schedule A – Service options (example)

Retainer support (e.g., 1–2 days/month), Project (fixed scope), Advisory (on-call hours pack).