Consultancy Terms and Conditions

Last updated: 11 June 2026

These Terms apply to business clients only.

1. Our Services

We provide HR and People Operations consultancy services, which may include:

  • HRIS and ATS implementation;

  • employee lifecycle automation;

  • onboarding and offboarding processes;

  • performance and levelling frameworks;

  • engagement surveys and initiatives;

  • benefits and compensation projects;

  • policies and procedures;

  • People Operations projects;

  • HR technology integrations; and

  • related strategic and operational support.

The specific services, deliverables, timescales and fees will be set out in a proposal, quotation, email or Statement of Work.

If there is a conflict between these Terms and an agreed proposal or Statement of Work, the proposal or Statement of Work will take priority.

2. Starting an Engagement

An engagement begins when you:

  • accept a proposal or quotation;

  • sign a Statement of Work;

  • confirm by email that we should begin;

  • pay a deposit or invoice; or

  • otherwise instruct us to provide the services.

You confirm that the person providing the instruction has authority to act on behalf of your organisation.

3. Your Responsibilities

You agree to:

  • provide complete and accurate information;

  • provide timely access to relevant people, documents and systems;

  • obtain necessary internal approvals;

  • respond to requests and review deliverables promptly;

  • maintain appropriate licences for your software and systems;

  • provide lawful instructions; and

  • protect any account details or access credentials provided to you.

We are not responsible for delays or additional costs caused by missing information, delayed decisions, unavailable personnel, system restrictions or third-party providers.

4. HR Decisions and Legal Advice

Our services provide practical, operational and strategic HR support. Unless expressly agreed otherwise, we do not provide legal, tax, immigration, accounting or regulated professional advice.

You remain responsible for:

  • all employment and management decisions;

  • determining whether our recommendations are suitable;

  • conducting fair and lawful employment processes;

  • implementing and approving policies;

  • complying with laws applying to your organisation; and

  • obtaining specialist legal advice where appropriate.

Employment laws vary between the UK, Canada, the United States and individual states, provinces and territories. Documents and processes may require local legal review before use.

We cannot guarantee that our advice or documents will prevent an employment claim, complaint, investigation or dispute and take no responsibility legal or otherwise for any tribunal claims or disputes.

5. Scope and Additional Work

We will provide the services described in the agreed proposal or Statement of Work.

Requests outside the agreed scope may result in additional fees or revised delivery dates. We will normally confirm material changes in writing before beginning the additional work.

6. Timescales

We will take reasonable steps to meet agreed timescales. Unless expressly stated otherwise, delivery dates are estimates.

Timescales may change where:

  • you delay providing information, access or approval;

  • the scope changes;

  • a third-party system or supplier causes a delay; or

  • circumstances outside our reasonable control affect delivery.

7. Fees and Payment

Our fees and payment schedule will be stated in the relevant proposal, quotation or Statement of Work.

Unless agreed otherwise:

  • invoices must be paid within [14/30] days;

  • fees exclude VAT and other applicable taxes;

  • approved expenses and third-party costs are charged separately;

  • deposits are non-refundable once work has started or time has been reserved; and

  • you are responsible for bank and currency-conversion charges.

For retainers, unused hours do not roll over unless we agree otherwise in writing.

8. Late Payment

If an invoice is overdue, we may:

  • charge applicable statutory interest and recovery costs;

  • pause the services after providing reasonable notice;

  • withhold unfinished deliverables; and

  • require payment in advance before restarting work.

Any invoice query should be raised promptly. Undisputed amounts must still be paid by their due date.

9. Cancellation and Rescheduling

If you cancel scheduled work, we may charge:

  • no cancellation fee where more than 10 working days’ notice is given;

  • 50% of the affected fees where 5 to 10 working days’ notice is given; or

  • 100% of the affected fees where fewer than 5 working days’ notice is given.

Any non-refundable travel, software, accommodation or third-party costs already incurred will remain payable.

Different cancellation arrangements may be stated in the relevant proposal.

10. Reviewing Deliverables

You should review deliverables and report any material issue within 10 working days.

We will make reasonable corrections where a deliverable does not materially meet the agreed scope. Changes to the original scope may be charged separately.

A deliverable will normally be considered accepted when it is approved, placed into use or no material issue is raised within the review period.

11. Confidentiality

Each party will protect the other party’s confidential information and use it only for purposes connected with the services.

This does not apply to information that:

  • is already publicly available;

  • was lawfully known before disclosure;

  • is received lawfully from another source;

  • is independently developed; or

  • must be disclosed by law or a regulatory authority.

These confidentiality obligations continue after an engagement ends.

12. Data Protection

Each party must comply with applicable privacy and data-protection laws.

When we handle employee, applicant or contractor information solely on your instructions, you will normally act as the data controller and we will act as your processor or service provider.

You confirm that:

  • you have a lawful basis for sharing personal information with us;

  • relevant individuals have received appropriate privacy information;

  • your instructions comply with applicable law; and

  • you will share only the information reasonably required.

A separate Data Processing Agreement may be required where we process personal information on your behalf.

13. Technology and AI-Assisted Tools

We may use appropriate technology, automation and AI-assisted tools to support research, administration, analysis and the preparation of deliverables.

We will apply reasonable safeguards and will not knowingly place confidential or sensitive personal information into publicly available AI tools without appropriate protections or approval.

You are responsible for reviewing and testing integrations, automations and system configurations before using them in a live environment.

14. Intellectual Property

Each party retains ownership of the materials and intellectual property it owned before the engagement.

We retain ownership of our existing:

  • templates;

  • methodologies;

  • frameworks;

  • systems;

  • processes;

  • tools; and

  • general knowledge and expertise.

Once all relevant invoices have been paid, you may use final deliverables created specifically for your organisation for your internal business purposes.

You may adapt these deliverables internally but may not sell, publish, license or distribute our proprietary materials externally without written permission.

You retain ownership of your data, branding and materials supplied to us.

15. Third-Party Services

Our work may involve third-party platforms, including HRIS, ATS, payroll, survey, communication, analytics and integration providers.

You are responsible for reviewing and accepting each provider’s terms, costs, privacy practices and technical limitations.

We are not responsible for third-party outages, pricing changes, discontinued features, data loss, security incidents or failures outside our reasonable control.

16. Subcontractors

We may use suitably qualified subcontractors to support the services.

We remain responsible for their work and require appropriate confidentiality and data-protection commitments. Subprocessors will be addressed in the relevant Data Processing Agreement where required.

17. Liability

Nothing in these Terms excludes liability that cannot legally be excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to this, we are not responsible for:

  • indirect or consequential losses;

  • loss of profit, revenue, savings or business opportunities;

  • employment decisions made by you;

  • your failure to follow our recommendations or obtain legal advice;

  • inaccurate or incomplete information supplied to us;

  • third-party systems or providers; or

  • changes made to deliverables or systems after completion.

Our total liability relating to an engagement will not exceed the total fees paid or payable for that engagement during the 12 months preceding the event giving rise to the claim.

18. Ending an Engagement

Either party may end an ongoing engagement by giving 30 days’ written notice, unless a different notice period has been agreed.

Either party may end the engagement immediately where the other party:

  • commits a serious breach and does not correct it within 14 days of written notice;

  • becomes insolvent or stops trading; or

  • engages in unlawful, abusive or seriously unethical conduct connected with the services.

We may pause or end the services if invoices remain unpaid after written notice.

You must pay for all work completed and committed costs incurred up to the end date.

19. Circumstances Outside Our Control

Neither party will be responsible for a delay or failure caused by circumstances reasonably outside its control.

The affected party will notify the other party and take reasonable steps to minimise the disruption.

20. General Terms

We provide the services as an independent contractor. Nothing in these Terms creates an employment relationship, partnership, agency or joint venture.

If any part of these Terms is found to be unenforceable, the remaining provisions will continue to apply.

A failure to enforce a right does not waive that right.

These Terms may be updated periodically. The version applying to an engagement will normally be the version published when that engagement begins, unless otherwise agreed.

21. Governing Law

These Terms and any dispute arising from them are governed by the laws of England and Wales.

The parties will first attempt to resolve disputes through good-faith discussions. If a resolution cannot be reached, the courts of England and Wales will have exclusive jurisdiction, unless otherwise agreed in writing.