General Terms & Conditions.
Last updated: 01 March 2022
These terms and conditions are the standard terms of engagement from Steady Consulting Ltd, a company registered in England and Wales under company number 13361367, whose registered office is at 60 Colemans Moor Lane, Woodley, Reading, RG5 4BT
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Contract” : means these Terms and Conditions together with the terms of any applicable Proposal.
“Fees” : means the price payable for Services.
“Parties” : means both you and us, and the Party shall refer to either one of us
“Proposal” : means the document/email sent by us to you, following an indication that you wish to obtain services from us, setting out the details of the services and the basis upon which we propose to provide them
“Scope of Works” : means the detailed plan of activity that will take place between you and us.
“Services” : means the provision of Consulting provided to you under the Contract.
“Session” : means an allotted time for the delivery of our services.
“We/us/our” : means Steady Consulting Ltd and includes all employees and agents of Steady Consulting Ltd
“Writing” : Includes electronic mail and comparable means of communication.
“You/Your” : means the business or organisation for whom we provide our Services.
2. The Contract
2.1 Any Proposal or Scope of Works given by us shall not constitute an offer and is only valid for thirty (30) days from its date of issue.
2.2 These Terms & Conditions and any proposal or coaching agreement we provided constitute the entire Contract between You and us.
2.3 Previous dealings between the Parties shall not vary or replace these terms or be deemed in any circumstances whatsoever to do so.
2.4 A contract between us will not be formed (start date) until we send you confirmation by email.
2.5 The Parties agree to do everything necessary to ensure that the terms of this Contract take effect.
2.6 These terms & conditions apply to the Contract and exclude any other terms you seek to impose, incorporate, or implied by trade, custom, practice, or course of dealing.
2.7 Specific terms and conditions detailed in any Proposal will prevail over these conditions in the event of any conflict. Subject to this, no variation to these terms will be binding unless signed by us.
2.8 Any amendment or modification of this Contract or additional obligation assumed by either Party in connection with this Contract will only be binding if evidenced in writing, signed by each Party or an authorised representative of each Party.
2.9 Our failure to object to any terms and conditions set by you shall in no event be construed as an acceptance of any of your terms and conditions. Neither our commencement of performance nor our delivery of services shall be deemed or constituted as acceptance of any of your terms and conditions.
3. Supply Of Services
3.1 Services specific to this Contract will be outlined in our Proposal and/or Scope of Works. This will include any minimum contract period.
3.2 We shall provide you with the Services; and perform them in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from an experienced Business Consultant seeking in good faith to comply with its contractual obligations.
3.3 We reserve the right to make any changes in the specification of the Services required to conform with any statutory requirements at any time during the Contract term.
3.4 Any additional services or variations to the services will only be undertaken upon acceptance of a separate agreement with all costs to be agreed upon by both parties, in writing, before the services commence.
3.5 Any times or dates included in the Proposal for the provision or completion of the Services by us are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Services may change during the course of said performance.
3.6 Where the Proposal allows for a reasonable level of access to us by email, messenger application, or telephone for the purposes of counsel or support, what constitutes reasonable is at our sole discretion. Should your requirements for support regularly exceed this, we review this agreement with you to ensure that it continues to meet your support needs.
3.7 We will perform the Services using our own staff, trusted Associates and sub-contractors. We remain responsible for the quality of any work a third party carries out on our behalf.
3.8 If we, for any reason such as illness or an emergency, cannot provide the services as agreed, we will inform you in the first instance and make reasonable efforts to find a suitable substitute to cover our absence.
3.9 We cannot guarantee definitive results; however, we are committed to working with you to achieve positive outcomes.
3.10 If the scope radically changes, or it is anticipated that the project will take considerably longer than originally planned, we will provide an updated Proposal for the project. You can either agree to continue with the new fee structure or may exercise your right to cancel as per Clause 8 below.
4. Fees and Payment
4.1 Fees specific to this Contract will be outlined in our Proposal.
4.2 The price as stated in the Contract does not include Value Added Tax (“VAT”). All Fees are in British pounds sterling.
4.3 Our fees may change at any time, but we will always give you one (1) month’s notice of any changes, at which point you may exercise your right to cancel the Contract if you are not happy with the changes.
4.4 Any discounts offered by us to you for providing our services are offered against published price lists or standard rates in force at the date of quote. Such discounts or offers cannot be used with any other available offers.
4.5 Additional charges may be applied for travel, accommodation and subsistence depending on the location where the services are to be provided and the term of this Contract. All additional charges will be agreed upon with you in advance.
4.6 Unless otherwise agreed in writing, you will be invoiced monthly in advance; payment is due within 14 days of the invoice date (which is usually 1st of the month).
4.7 Our preferred payment method is Direct Debit. We also accept payment via Bank Transfer; our bank details are on the invoice. The time of payment of the fees shall be of the essence of the Contract.
4.8 Any charges or fees payable to any financial institution or bank for processing electronic payments relating to your order are your responsibility and must be paid by you.
4.9 No payment shall be deemed to have been received until we have received cleared funds.
4.10 You shall make all payments due under this Contract without any deduction, whether by way of set-off, counterclaim or otherwise, unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
4.11 Any queries relating to an invoice must be received within seven (7) days from the date of the invoice. Until a query is resolved, you remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.
4.12 If you terminate this Contract before completion of the services, but where the services have been partially performed, we will be entitled to pro-rata payment of the price to the date of termination, provided there has been no breach of Contract on our part.
4.13 If payment of the Fees or any part thereof is not made by the due date, we may:
4.13.1 Cancel the Contract or suspend any further provision of the services to you with immediate effect. Any such period of suspension shall be disregarded for contractual time limits previously agreed to complete the services.
4.13.2 Exercise our statutory right to charge interest at 8% above the Bank of England base rate on delinquent business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998.
4.13.3 Charge the recovery costs of any outstanding amount, including legal fees and disbursements.
5. Your Responsibilities
5.1 You acknowledge that our ability to provide the services depends on your complete and prompt cooperation and the accuracy and completeness of any information and data provided to us.
5.2 You commit to promptly provide us with access to and use of all Information, data and documentation reasonably required by us to perform our obligations under the Contract.
5.3 You commit to following our reasonable recommendations.
5.4 You shall be on time for any planned meetings or events. Should circumstances change and you be unable to make a scheduled meeting or event, a minimum of 48 hours' notice should be given to us to rearrange. We will endeavour to be as accommodating and flexible as circumstances allow. Any meeting cancelled within 48 hours of the scheduled date and time may incur additional charges.
5.5 If our performance of any of our obligations in respect of the Services is prevented or delayed by any act or omission by you or by your failure to perform any relevant obligation (Customer Default):
5.5.1 We shall, without limiting our other rights or remedies, have the right to suspend the performance of the Services until you remedy the Customer Default and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays our performance of any of our obligations.
5.5.2 We shall not be liable for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 5.5; and
5.5.3 You shall reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from the Customer Default.
6. Cancellation
6.1 Please contact us before issuing any notice of cancellation. It may be possible to change the Services to suit any new requirements or budget constraints.
6.2 You can cancel this Contract at any time by giving us the relevant notice in writing as follows:
6.2.1 For project-based services– seven (7) days
6.2.2 For retained Services – one (1) month
6.3 Should you wish to cancel during the minimum term period (where applicable), you will have to pay for the remaining months left of the minimum term.
6.4 If the Client terminates this Contract before completion of the Services but where the Services have been partially performed, The Company will be entitled to pro rata payment of the Fees and any expenses incurred to the date of termination provided there has been no breach of Contract on their part.
6.5 Any cancellation received without the required notice period will be subject to a minimum charge of 50% of the total fees payable.
7. Termination
7.1 Should either Party breach a material provision under this Contract, the non-defaulting Party may terminate this Contract immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
7.2 We reserve the right to terminate the Contract with immediate effect in the event of any of the following:
7.2.1 You pass a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
7.2.2 You cease to carry on your business or substantially the whole of your business; or
7.2.3 Your financial position has deteriorated to such an extent that, in our opinion, your capability to fulfil your obligations under these terms adequately has been placed in jeopardy.
7.3 Without limiting our other rights or remedies, we may terminate this Contract immediately by giving you written notice if you fail to pay any amount due under this Contract on the due date for payment.
7.4 All notices of termination of the Contract should be submitted to the other Party in Writing.
8. Consequences of Termination
8.1 On termination of the Contract for any reason:
8.1.1 You shall immediately pay us all our outstanding unpaid invoices and interest. Regarding services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
8.1.2 The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
8.1.3 Clauses that expressly or by implication have effect after termination shall continue in full force and effect.
9. Events Outside of Our Control (Force Majeure)
9.1 Neither Party is liable for any failure or delay in performing their obligations where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include but are not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, war, pandemic, epidemic, governmental action or any other event beyond the Party in question's control.
10. Confidentiality
10.1 Confidential information (the “Confidential Information”) refers to any data or information relating to your business which would reasonably be considered to be proprietary to you, including, but not limited to, accounting records, business processes, and client records and that is not generally known in your industry and where the release of that Confidential Information could reasonably be expected to cause You harm.
10.2 All written and oral information and material disclosed or provided by you to us under this Contract is Confidential Information regardless of whether it was provided before or after the date of this Contract or how it was provided to us.
10.3 On the conclusion or termination of the Contract, both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained, in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.
11. Data Protection
11.1 ‘Data Protection Legislation’ refers to The Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time.
11.2 All personal information that we may collect (including, but not limited to, your name, postal address, email address and telephone number) will be collected, used and held in accordance with the provisions of Data Protection Legislation as defined above.
11.3 How we collect, use, and store personal information is set out in our privacy policy.
11.4 We will not pass on your personal information to any other third parties for marketing purposes without first obtaining your express consent.
11.5 We reserve the right to mention you for promotional activity, training, or any other business purpose. As stated above, we will not disclose any confidential information.
11.6 Where some aspects of delivering marketing services require the handling of third-party client data such as customer, partner or supplier information, you are the data controller, and we are the data processor and, the following will apply:
The subject matter of processing
The subject matter of the processing under this contract will or may be contact and details data and demographic data of customers of the controller.
Duration of processing
The data will be processed and/or erased in accordance with the controller’s instruction. The processor will, unless instructed otherwise, cease processing any personal data and erase such data after a period of 6 years after which they may be destroyed without further notice.
Nature and purpose of the processing
The nature and purpose of the processing is for the controller to receive support from the processor in relation to business consulting Services from the processor.
The processing will be limited to such matters with processing being conducted electronically and by hard copy information.
The categories of data subjects and type of personal data
The categories of data subjects will include those recorded on the controller’s accounting and HR software, CRM, and other such systems.
The type of personal data will include, where appropriate, names, email addresses, contact details and phone numbers.
Obligations of Processor
The processor will:
Only process personal data on the documented instructions of the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by union or member state law to which the processor is subject. In such a case, the processor shall inform the controller of that legal requirement before processing unless that law prohibits such information on important grounds of public interest.
Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
Take all measures required to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to such data, including, where appropriate, the use of pseudonymisation/encryption of personal data; the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services; the ability to restore the availability and access to personal data in a timely manner in the event of a physical, or technical incident; a process for regularly testing, assessing, and evaluation, the effectiveness of technical and organisational measures for ensuring the security of the processing.
Not engage a sub-processor without prior specific or general written authorisation from the controller. Where the processor does engage a sub-processor, the processor will place on the sub-processor the same obligations that are placed upon the processor by this contract.
Shall assist the controller insofar as possible in fulfilling its obligation to respond to requests for exercising the data subject’s rights.
Assist the controller in ensuring compliance with data protection legislation around the security of personal data considering the nature of processing and the information available to the processor.
At the choice of the controller, delete or return all the personal data to the controller after the end of the provision of the services relating to processing, and delete existing copies unless the law requires the storage of the personal data.
Make available to the controller all the information necessary to demonstrate compliance with our obligations as a processor and allow for and contribute to audits, including inspections conducted by the controller or another auditor mandated by the controller.
12. Limitation of Liability
12.1 Nothing in this Contract shall exclude or limit either Party’s liability for death or personal injury resulting from the negligence of that Party or their employees, agents, or associates for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.
12.2 Except as otherwise expressly provided in the Contract:
12.2.1 Our liability to you shall be limited to the value of any fees paid under the agreement relating to the specific piece of work in question. However, we shall not be liable for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue, or anticipated savings) or any special, indirect or consequential losses or any destruction of data.
12.2.2 These exclusions and limitations apply to every claim related to this agreement, not just claims for breach of contract.
12.3 This indemnification will survive the termination of this Contract.
13. Complaints, Communication and Contact Details
13.1 We strive to provide excellent service to all our clients. If you are unsatisfied in any way, you should get in touch with us as soon as possible. We would appreciate every opportunity to resolve any dispute amicably.
13.2 To contact us with questions or to make a complaint, please get in touch with us by telephone at 07375 482 637 or by email at hello@steadyconsulting.co.uk
14. Notices
14.1 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing, addressed to that Party at our registered office, or such other address as that Party may have specified to the other Party in writing per this Clause and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.
14.2 A notice or other communication shall be deemed to have been received:
14.2.1 if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause.
14.2.2 if sent by pre-paid first-class post or next working day delivery service at 9.00 am on the second Business Day after posting.
14.2.3 if delivered by commercial courier on the date and time the courier's delivery receipt is signed.
14.2.4 or, if sent by email, one Business Day after transmission.
14.3 The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.
15. Other Important Terms
15.1 This Contract represents the entire agreement between the parties regarding the services and shall prevail over any conditions contained or referred to in any of your documents.
15.2 If any part of this Contract is found to be void or unenforceable by any court of competent jurisdiction, such part shall be severed from this agreement, which will otherwise remain in full force and effect.
15.3 These terms shall remain in force until altered in writing and signed by both parties.
15.4 Our failure at any time or for any period to enforce any of these terms and conditions shall not be a waiver of them or a waiver of the right to enforce such terms and conditions on a future occasion.
15.5 You may not assign this Contract or any rights or obligations under it without our prior written consent.
15.6 Unless otherwise agreed and subject to the then-current prices, these Terms and Conditions shall apply to any future instructions you give us.
15.7 A person not a party to the Contract shall have no rights under the Contract according to the Contracts (Rights of Third Parties) Act 1999.
15.8 Terminating this Contract shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such provisions as are expressed as or capable of having effect after such termination.
16. Governing Law and Jurisdiction
16.1 This Contract shall be governed by and construed under English law, and the parties hereby submit to the exclusive jurisdiction of the English and Welsh courts.
Contact Us
If you have any questions about these Terms & Conditions, You can contact us:
By email: hello@steadyconsulting.co.uk