TERMS AND CONDITIONS
Whisky & White Paper | Version 2.2 | Last updated: April 2026
1. About Us
1.1 These Terms and Conditions govern your use of the website located at www.whiskyandwhitepaper.com and any services provided by Charlie Holdstock trading as Whisky & White Paper.
1.2 Business name: Charlie Holdstock trading as Whisky & White Paper.
1.3 Business structure: Sole trader, United Kingdom.
1.4 Business correspondence address: Self Employed Accounts Ltd, The Station House, Station Approach, Otford, Kent, TN14 5QY.
1.5 Contact email: hello@whiskyandwhitepaper.com.
2. Business Information and Contact Details
2.1 General enquiries may be submitted via the website contact form, client portal, or by email to hello@whiskyandwhitepaper.com.
2.2 All Formal Notices relating to these Terms, including termination notices, must be sent by email to hello@whiskyandwhitepaper.com.
2.3 We do not accept Formal Notices by post unless expressly agreed via email in advance.
2.4 We aim to respond to all enquiries as promptly as possible. Response timeframes are not guaranteed.
2.5 If a matter is urgent, it must be clearly marked “URGENT – [Your Business Name]” in the subject line. Urgent requests may be subject to additional charges in accordance with Section 19.
3. Definitions
3.1 In these Terms and Conditions, the following definitions apply:
3.1.1 “Agreement” means the legally binding contract formed between the Client and the Business in accordance with Section 5.
3.1.2 “Business”, “we”, “us” or “our” means Charlie Holdstock trading as Whisky & White Paper.
3.1.3 “Business Client” means a Client acting for purposes wholly or mainly related to their trade, business, craft or profession.
3.1.4 “Client” means any individual or business purchasing or engaging the Services or Digital Products.
3.1.5 “Consumer” means an individual acting for purposes wholly or mainly outside their trade, business, craft or profession.
3.1.6 “Services” means any services provided by the Business, including Consult Services, Implement Services, Bespoke Projects and Ad Hoc Work.
3.1.7 “Consult Services” means the ongoing operational oversight and recommendation services provided under the Consult tier, excluding hands-on implementation.
3.1.8 “Implement Services” means the ongoing operational oversight and implementation services provided under the Implement tier.
3.1.9 “Bespoke Project” means a separately scoped and agreed project delivered outside of ongoing retainers.
3.1.10 “Ad Hoc Work” means short-term or one-off work agreed in writing and subject to defined scope and payment terms.
3.1.11 “Digital Product” means any downloadable, digital or online resource sold or provided by the Business, including guides, templates, workbooks, checklists, courses or recorded materials.
3.1.12 “Course” means any structured educational programme, whether delivered live, pre-recorded or hybrid, including associated materials and content.
3.1.13 “Subscription” means any recurring access arrangement billed on a recurring basis.
3.1.14 “Scope” means the agreed description of services, tasks or deliverables confirmed in writing prior to commencement.
3.1.15 “Delivery Timeframe” means the estimated period within which Services are scheduled to be delivered.
3.1.16 “Client Portal” means the digital workspace used to provide updates, documentation and communication relating to Services.
3.1.17 “Third Party Platform” means any external software, platform, hosting provider or system not owned or controlled by the Business.
3.1.18 “Access Credentials” means login details, authentication codes or permissions required to access a Third Party Platform.
3.1.19 “Implementation” means the hands-on execution of agreed tasks within the defined Scope of Services.
3.1.20 “Formal Notice” means any notice relating to termination, dispute, breach or legal claim under this Agreement.
3.1.21 “Business Day” means any day other than a Saturday, Sunday or public holiday in England.
3.1.22 “Force Majeure Event” has the meaning given in Section 33.
3.1.23 “Fees” means the amounts payable by the Client for the Services, Digital Products or Subscriptions.
3.1.24 “Urgent Request” means any request expressly marked as urgent and accepted by the Business in accordance with Section 19.
3.1.25 “Confidential Information” means any information disclosed by either party that is not publicly available and is reasonably considered confidential.
3.1.26 “Intellectual Property” means all copyright, trademarks, trade names, design rights, database rights and other proprietary rights.
3.1.27 “Licence” means the limited, non-exclusive, non-transferable right granted to the Client.
3.1.28 “Affiliate Link” means a tracked link to a third party product or service for which the Business may receive commission.
3.1.29 “In Writing” or “Written” means communication by email or via the Client Portal. Verbal communication, text message or social media messaging does not constitute written communication for the purposes of this Agreement unless expressly confirmed in writing by the Business.
3.1.30 “Client Delay” means any delay to the delivery of Services caused by the Client, including failure to provide required information, approvals, access or instructions within the timeframes set out in this Agreement.
4. Website Use
4.1 This website is operated by the Business for the purpose of providing information about Services and Digital Products.
4.2 By accessing or using this website, you confirm that you accept these Terms and agree to comply with them.
4.2A Where the Client purchases a Digital Product, Course or Subscription via the website, they will be required to actively confirm their acceptance of these Terms prior to completing their purchase. Passive use of the website alone does not constitute acceptance of terms governing purchases.
4.3 You must not use this website for any unlawful purpose or in any way that may damage, disrupt or impair the website.
4.4 You must not attempt to gain unauthorised access to the website or any connected systems.
4.5 You must not extract, scrape, reproduce or republish website content for commercial purposes without prior written permission.
4.6 Website content is provided for general information only and does not constitute professional advice.
4.7 We do not guarantee that website content is complete, accurate or up to date.
4.8 We may update, suspend or withdraw the website at any time.
4.9 The Business may use Affiliate Links when recommending third party products, platforms or services. Where an Affiliate Link is used, the Business will disclose this at the point of recommendation. Affiliate relationships do not influence the independence of recommendations. The Business will only recommend products or services it genuinely considers suitable. The Client remains responsible for their own assessment and purchasing decisions.
5. Order Process and Contract Formation
5.1 A legally binding Agreement is formed only when:
(a) the Client has signed the applicable client agreement;
(b) any required payment has been received in cleared funds; and
(c) the Business has confirmed acceptance in writing.
5.2 The Business may decline any engagement prior to acceptance.
5.3 The signed agreement operates as a master agreement governing all Services unless agreed otherwise in writing.
5.4 For Bespoke Projects:
(a) Scope and Fees will be set out in a written proposal or estimate;
(b) the Client must approve the proposal and make payment;
(c) work will not begin until payment is received;
(d) late payment may delay scheduling.
5.5 For Ad Hoc Work:
(a) Scope and Fees must be agreed in writing;
(b) work will not begin until payment is received.
5.6 Approval via the Client Portal constitutes written acceptance.
6. Client Status Confirmation
6.1 The Services provided under these Terms are intended for Business Clients only, unless expressly stated otherwise by the Business in writing.
6.2 By signing the applicable client agreement, the Client confirms that they are engaging the Business wholly or mainly for the purposes of their trade, business, craft or profession, and accordingly contract as a Business Client.
6.3 Where the Client is a sole trader or freelancer, this confirmation applies equally. The Client warrants that the Services are being engaged for business purposes and not for personal, domestic or household purposes.
6.4 Where the Business expressly agrees in writing to contract with a Consumer, the Consumer-specific provisions within these Terms shall apply in addition to all other applicable clauses.
6.5 If a Client has misrepresented their status, the Business reserves the right to apply the terms applicable to the Client’s actual status and to recover any losses arising from that misrepresentation.
6.6 Clients who are uncertain about their status should contact the Business before signing the client agreement.
7. Services Overview
7.1 Services will be described in the applicable proposal or agreement.
7.2 These Terms govern all Services unless expressly agreed otherwise.
7.3 The Business provides operational consulting and implementation support.
7.4 The Business is not an employee, partner or agent of the Client.
7.5 Recommendations are based on available information and professional experience.
7.6 All recommendations are advisory.
7.7 The Client remains responsible for all business decisions.
7.8 Outcomes depend on factors outside the Business’s control.
7.9 No specific results or outcomes are guaranteed.
7.10 Third Party Platforms may be used and are outside the Business’s control.
7.11 The Business is not responsible for third party failures or changes.
7.12 Services will be delivered with reasonable care and skill.
8. Retainer Services
8.1 Retainers are billed monthly in advance.
8.2 Payment must be received before the first calendar day of the billing period.
8.3 No work or capacity is reserved until payment is received.
8.4 Retainer capacity does not roll over.
8.5 If payment is late:
(a) Services may pause;
(b) lost capacity is not recoverable;
(c) billing continues regardless of usage.
8.6 Retainers are subject to Section 13 (Priority, Scheduling and Capacity).
8.7 Delivery speed is not guaranteed.
8.8 The Implement retainer is designed for ongoing operational work carried out progressively over time. It is not designed for standalone projects with a defined end goal, a fixed deadline, or work where the primary purpose is to deliver a finished outcome rather than ongoing operational support. Where a request requires a substantial amount of setup or build work that needs to be completed as a single body of work, the Business may determine that it is better suited to a Bespoke Project. Where the Business makes this determination, it will say so and issue a separate proposal before that work begins. This applies whether identified at the point of request or partway through delivery.
8.9 The Consult retainer is advisory only. It does not include hands-on implementation. Recommendations, frameworks, and operational guidance are provided for the Client to act on directly or through their own team.
9. Calls and Meetings
9.1 Discovery and kick-off calls are provided outside retainer capacity and are not deducted from monthly allocation.
9.2 Retainer clients are entitled to one optional strategy call per month, up to 40 minutes. This entitlement does not roll over.
9.3 Additional calls may be provided at the Business’s discretion where operationally necessary and may be deducted from retainer capacity.
9.4 Missed calls cancelled with less than 24 hours’ notice will be deducted from retainer capacity.
9.5 After three missed calls without adequate notice, the Business may suspend further calls or require a booking fee before new calls are scheduled.
9.6 In-person meetings may be arranged by mutual agreement. Travel, accommodation and subsistence expenses will be invoiced in addition to retainer or project fees.
10. Bespoke Project Services
10.1 Bespoke Projects are standalone services with defined Scope.
10.2 Scope, Fees and Delivery Timeframe will be agreed in writing.
10.3 Projects are scheduled based on operational capacity.
10.4 Timeframes are estimates and may change.
10.5 Work will not begin until prerequisites are met.
10.6 Work is limited strictly to Scope.
10.7 Out-of-scope work requires re-scoping and additional Fees.
10.8 Work may pause until revised terms are agreed.
10.9 Third party dependencies may impact delivery.
10.10 Client delays may result in rescheduling.
10.11 Significant delays may require new scheduling.
10.12 Ongoing support is not included unless agreed separately.
11. Ad Hoc Services
11.1 Ad Hoc work is small, one-off work agreed in writing.
11.2 Scope and Fees must be agreed before work begins.
11.3 The Business may decline Ad Hoc work.
11.4 Payment is required in advance.
11.5 Ad Hoc work is scheduled around existing commitments.
11.6 Additional work requires approval and revised Fees.
11.7 Timeframes are indicative only.
11.8 Work may be reclassified as a Bespoke Project if scope expands.
11.9 No ongoing support is included.
11.10 Delivery depends on Client responsiveness and access.
11.11 Once work has commenced, the full Fee remains payable regardless of cancellation or change of instructions.
11.12 If the Client reduces, withdraws or abandons agreed Ad Hoc work after commencement, no reduction in Fees will apply. Work completed or in progress at the point of withdrawal remains chargeable in full.
12. Course Terms
12.1 Course access will be provided as described at the point of purchase.
12.2 Access to pre-recorded Courses is provided for the period stated at the point of purchase. Where no period is stated, access is provided for 12 months from the date of purchase.
12.3 Live sessions will be delivered on the scheduled date. Where a session must be rescheduled due to circumstances within the Business’s control, reasonable notice will be given and an alternative date offered.
12.4 The Business is not liable for a Client’s inability to attend a rescheduled session where reasonable notice has been given.
12.5 Course materials are subject to Section 28 (Intellectual Property) and must not be shared, resold or reproduced without the prior written consent of the Business.
12.6 The Business may update Course content at any time. Updates do not constitute a material change to the Agreement.
12.7 The Business does not guarantee specific outcomes from participation in a Course.
12.8 Where a Course is withdrawn before access begins, a full refund will be issued. Where access has already begun, the Consumer cooling-off provisions in clause 18.16 apply.
13. Digital Product Terms
13.1 Digital Products are delivered by electronic download or via a link provided at the point of purchase or by email.
13.2 Where a Digital Product is access-based rather than downloadable, access will be provided for the period stated at the point of purchase. Where no period is stated, access is provided for 12 months from the date of purchase.
13.3 The Business may update or withdraw Digital Products at any time. Where a material update substantially changes the nature of a product already purchased, existing purchasers will be notified.
13.4 Digital Products are provided for personal or internal business use only and must not be resold, redistributed or shared without the prior written consent of the Business.
14. Priority, Scheduling and Capacity
14.1 Work is delivered based on structured capacity and scheduling.
14.2 One primary project is active at a time by default.
14.3 Parallel work may occur at the Business’s discretion.
14.4 Priority changes may delay existing work.
14.5 Urgent work may displace scheduled work.
14.6 Client delays may affect scheduling and timelines.
15. Client Responsibilities
15.1 The Client must cooperate with the Business and provide all information, materials, approvals and access reasonably required for the delivery of the Services.
15.2 The Client must provide accurate, complete and up-to-date information.
15.3 The Client must respond to requests for information or approval within 14 calendar days unless otherwise agreed in writing. The consequences of delays beyond this period are set out in Section 21.
15.4 The Client must ensure that any materials provided do not infringe third party rights or applicable laws.
15.5 The Client remains responsible for all business decisions and implementation choices.
15.6 The effectiveness of systems depends on how the Client uses and maintains them.
15.7 The Client must provide required system and platform access in accordance with Section 16.
15.8 The Client must ensure that anyone providing instructions has proper authority.
15.9 The Client remains responsible for ongoing operation and compliance of their business.
15.10 The Business is not responsible for issues caused by inaccurate or delayed Client information.
15.11 Clients must use official communication channels designated by the Business.
15.12 The Business is not required to respond to messages sent via personal or informal channels.
16. Access and Platform Permissions
16.1 The Client must provide access to all systems required to perform the Services.
16.2 Where possible, access must be provided via named user accounts, not shared credentials.
16.3 The Business may refuse to use shared credentials where this creates risk.
16.4 Two factor authentication must be configured to allow practical access without repeated manual intervention.
16.5 The Client must have authority to grant access.
16.6 Where access depends on third parties, the Client must arrange it.
16.7 The Business is not responsible for delays caused by lack of access.
16.8 Some actions may require the Client or account owner to complete.
16.9 Platform permission limitations are outside the Business’s control.
16.10 Work may pause if access is removed or restricted.
16.11 The Client should restore access within 24 hours where possible.
16.12 Failure to restore access may be treated as a Client Delay.
16.13 The Client remains responsible for platform security and management.
16.14 Platform features and permissions may change at any time.
16.15 The Business is not responsible for platform changes.
17. Fees and Payment Terms
17.1 The Client agrees to pay all Fees as set out in the relevant agreement, proposal or invoice.
17.2 All Fees are stated in GBP.
17.3 The Business is not currently VAT registered. No VAT will be added to Fees unless the Business becomes VAT registered, in which case Clients will be notified and updated Terms issued.
17.4 Payment must be made using the methods specified by the Business.
17.5 Retainer payments are due in advance.
17.6 Bespoke and Ad Hoc payment terms are set per agreement.
17.7 Staged work requires payment before each stage begins.
17.8 Work will not begin until payment is received.
17.9 The Business may pause work or remove scheduling if payment is late.
17.10 Late payment may delay Services.
17.11 The Client is responsible for transaction and processing fees.
17.12 For Business Clients, interest on overdue invoices will be charged at 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. For Consumer Clients, interest may be charged at a reasonable rate in accordance with applicable law. Interest accrues from the date payment was due until the date of actual payment.
17.13 Debt recovery costs may be applied where permitted.
17.14 Payment methods must remain valid for subscriptions.
17.15 Invoices must be paid by the stated due date.
17.16 Disputed invoices must be raised in writing within 7 calendar days of the invoice date. Any undisputed portion remains payable by the due date.
17.17 Payment obligations survive termination.
17.18 Payments must be made without deduction, withholding or set-off unless required by law or agreed in writing.
17.19 Failed subscription payments may result in suspension of Services.
17.20 Fees may be updated by the Business giving not less than 30 calendar days’ written notice. For Business Clients, updated Fees apply from the date stated in the notice. Where the Client is a Consumer, a fee increase will not take effect unless the Consumer has been given the opportunity to terminate the Agreement before the increase applies, in accordance with clause 34.6.
17.21 Where the Business incurs reasonable travel, accommodation or subsistence expenses in connection with the delivery of Services under any engagement type, these will be agreed in advance where possible and invoiced to the Client in addition to the applicable Fees.
18. Refunds and Chargebacks
18.1 Retainer fees are non-refundable once the service period has begun.
18.2 Retainers require 30 days written notice to cancel.
18.3 Retainer fees cover reserved capacity and are not refundable for unused capacity.
18.4 Bespoke Project payment terms are defined in the proposal.
18.5 Deposits are non-refundable once the project is scheduled.
18.6 Deposits cover booking, preparation and allocation of capacity.
18.7 Work completed up to cancellation will be chargeable.
18.8 Completed stages remain payable.
18.9 Partially completed work may be invoiced.
18.10 Rescheduling is not guaranteed and does not entitle refund.
18.11 Digital Products are non-refundable once accessed.
18.12 Clients must contact the Business before initiating chargebacks.
18.13 Unjustified chargebacks constitute a breach of this Agreement.
18.14 The Business may recover costs associated with chargebacks.
18.15 Consumer statutory rights are not affected.
18.16 Where the Client is a Consumer, they have a right to cancel within 14 calendar days of the date the Agreement is formed (the “Cooling-Off Period”) in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. By requesting that work commence before the expiry of the Cooling-Off Period, the Consumer acknowledges that their right to cancel will be lost once the Services have been fully performed. Where Services are only partially performed at the time of cancellation, the Consumer may be charged for the proportion of Services delivered.
18.17 Refunds may be issued at the Business’s discretion without obligation.
19. Urgent Requests
19.1 The Business may accept urgent work at its sole discretion.
19.2 The Business alone determines whether a request qualifies as urgent. Self-declaration by the Client does not constitute acceptance of urgent status.
19.3 Requests must be submitted by email with subject line “URGENT – [Your Business Name]”.
19.4 Requests via other channels are not treated as urgent unless confirmed by the Business in writing.
19.5 Acceptance depends on availability and capacity.
19.6 Urgent work is charged at £200 per hour with a one hour minimum.
19.7 Additional time is billed in hourly increments.
19.8 Estimated time must be approved and paid in advance.
19.9 Additional time requires further approval before continuing.
19.10 Urgent work may displace other scheduled work.
19.11 Urgent work may be completed outside normal hours.
19.12 Urgent status does not override third party delays.
19.13 No urgent charge applies where the issue is caused by the Business.
19.14 All other Terms still apply.
20. Changes to Scope
20.1 Services are limited to the agreed Scope.
20.2 The agreed Scope represents the full extent of Services.
20.3 Any change request is treated as a scope change.
20.4 Scope changes may require revised Fees and timelines.
20.5 Additional work may be treated as Ad Hoc work or a new Bespoke Project.
20.6 A new proposal or estimate will be issued where required.
20.7 Work will not begin until approved and paid.
20.8 The Business may decline or defer out of scope requests.
20.9 Work may pause pending approval.
20.10 Scope changes may affect scheduling.
20.11 Additional fees may apply where scheduling is impacted.
20.12 Minor internal adjustments are not treated as scope changes.
21. Delays and Client Inaction
21.1 The Client must provide required inputs within 14 calendar days unless agreed otherwise.
21.2 Work may pause if inputs are not provided.
21.3 The Client may lose their place in the schedule.
21.4 Delivery timelines may be adjusted.
21.5 Delays over 30 days may result in rescheduling or closure.
21.6 Administrative or rescheduling fees may apply.
21.7 Work may require re-scoping after delays.
21.8 The Business is not responsible for Client caused delays.
21.9 Payment obligations continue during delays.
21.10 Material changes during delay may require a new proposal.
22. Third Party Platforms and Integrations
22.1 Services may involve Third Party Platforms.
22.2 These platforms operate independently.
22.3 Recommendations are advisory only.
22.4 The Client is responsible for platform selection.
22.5 The Business is not responsible for platform performance or changes.
22.6 Platform features may change at any time.
22.7 Integrations are not guaranteed.
22.8 Additional tools may be required during implementation.
22.9 This may require additional scope and Fees.
22.10 Client platform choices may create limitations.
22.11 Additional complexity may increase Fees.
22.12 Alternative solutions may be recommended.
22.13 The Business is not responsible if recommendations are not followed.
22.14 Integrations may fail or change over time.
22.15 Fixing integrations may require new work.
22.16 Platform accounts must be owned by the Client.
22.17 The Client is responsible for platform billing and management.
22.18 The Client is responsible for compliance.
22.19 The Business may assist but does not provide platform support.
22.20 Platform providers are responsible for their systems.
22.21 The Business does not manage platforms ongoing unless agreed.
22.22 The Client must comply with platform terms and laws.
22.23 The Business may require compliance documentation.
22.24 The Business is not responsible for data loss within platforms.
22.25 The Business is not responsible for account suspension.
22.26 Work may pause if platforms are disrupted.
22.27 Training is not included unless agreed.
22.28 Complex work may require a different service structure.
23. Confidentiality
23.1 Each party may receive Confidential Information.
23.2 Confidential Information includes any non public information reasonably considered confidential.
23.3 This includes business data, systems, pricing and methods.
23.4 Business frameworks and methodologies are always confidential.
23.5 Each party agrees to protect Confidential Information.
23.6 Information must only be used for delivering Services.
23.7 Disclosure is limited to necessary parties.
23.8 Reasonable security measures must be taken.
23.9 Subcontractors must be subject to confidentiality obligations.
23.10 The Business may use AI-assisted tools to support delivery of Services. Where such tools process personal data, the Business will ensure appropriate safeguards are in place. Client Confidential Information will not be inputted into publicly accessible AI tools in a way that could expose it.
23.11 Each party is responsible for its own system security.
23.12 Confidential Information excludes publicly available or lawfully obtained data.
23.13 Information must not be used outside the Agreement.
23.14 General experience may be retained.
23.15 Reverse engineering is prohibited.
23.16 Accidental disclosure must be reported.
23.17 Legal disclosure must be limited.
23.18 Information must be returned or deleted where appropriate.
23.19 Confidentiality applies during the Agreement and for 3 years after.
23.20 Trade secrets remain confidential indefinitely.
23.21 Injunctive relief may be sought for breaches.
24. Data Protection, Privacy, Cookies and Marketing
24.1 Both parties must comply with UK GDPR and applicable law.
24.2 The Client is the data controller for their data.
24.3 The Business acts as an independent controller for its own operations.
24.4 The Business is not a data processor unless agreed separately.
24.4A Where the Business accesses systems containing personal data belonging to the Client’s customers or contacts in the course of delivering Services, the parties acknowledge that a Data Processing Agreement may be required under UK GDPR Article 28. The Client is responsible for identifying when this applies and requesting a Data Processing Agreement prior to granting such access. The Business will not unreasonably refuse to enter into a Data Processing Agreement where one is required by law.
24.5 The Client is responsible for compliance and lawful data use.
24.6 The Client confirms lawful authority to share data.
24.7 The Business may rely on Client provided data.
24.8 Data will only be processed as necessary.
24.9 Temporary data access may occur during Services.
24.10 Data will not be retained longer than necessary.
24.11 Third party platforms may process data independently.
24.12 The Business is not responsible for third party data handling.
24.13 The Business is not responsible for Client system security.
24.14 The Business is not responsible for data accuracy.
24.15 The Business does not monitor compliance.
24.16 The Business will notify of known breaches where possible.
24.17 The Client is responsible for regulatory reporting.
24.18 The Business does not provide legal compliance advice.
24.19 Work may pause if legal risks are identified.
24.20 Delays due to compliance issues are treated as Client delays.
24.21 The Business is not responsible for post delivery changes.
24.22 The Client indemnifies the Business for unlawful data.
24.23 Records may be retained for legal purposes.
24.24 Service communications may be sent regardless of marketing preferences.
24.25 Marketing requires consent and can be withdrawn.
24.26 Privacy details are in the Privacy Policy.
24.27 Cookie details are in the Cookie Policy.
24.28 This section applies only to personal data.
25. Limitation of Liability
25.1 The Business will perform the Services using reasonable skill and care consistent with professional standards.
25.2 The Client acknowledges that the Services involve third party platforms and systems which may not operate without interruption or limitation.
25.3 The Business does not guarantee compatibility between platforms, integrations or software tools.
25.4 The Client remains responsible for selecting and using third party platforms.
25.5 The Client is responsible for reviewing and approving systems before live use.
25.6 The Client must carry out appropriate testing before using systems in a live environment.
25.7 The Business is responsible for implementation within scope only.
25.8 The Client is responsible for ongoing use, management and maintenance of systems.
25.9 The Business is not liable for how systems are used after delivery.
25.10 The Business does not guarantee business outcomes or performance.
25.11 The Business is not liable for inaccurate or incomplete Client information.
25.12 The Business is not liable for changes made after delivery by the Client or third parties.
25.13 The Business is not liable for third party platform failures or issues.
25.14 Recommendations are advisory and decisions remain with the Client.
25.15 The Business is not liable for indirect or consequential loss including loss of profit, revenue or opportunity.
25.16 The Client must take reasonable steps to mitigate loss.
25.17 The total liability of the Business is limited to the greater of the total fees paid in the previous 12 months or £5,000.
25.17A Where the Client is a Consumer purchasing a Digital Product or Course, the limitation in clause 25.17 shall not apply to the extent that it would be rendered unfair or unenforceable under the Consumer Rights Act 2015.
25.18 This liability cap applies in aggregate to all claims.
25.19 Claims by Business Clients must be brought within 24 months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. This limitation does not apply to Consumers, whose statutory limitation rights are preserved.
25.20 The Business is not liable for delay or failure caused by events outside its control.
25.21 Nothing in this Agreement excludes liability that cannot legally be excluded including death, personal injury or fraud.
25.22 These limitations apply to employees, contractors and subcontractors.
26. Indemnities
26.1 The Client shall indemnify the Business against claims, losses, damages, liabilities and costs arising from Client actions, materials or data.
26.2 This includes unlawful data, intellectual property infringement, regulatory breaches and platform violations.
26.3 The Business will notify the Client of any claim where reasonably possible.
26.4 The Client is responsible for legal and defence costs arising from such claims.
26.5 The Client may assume control of the defence where appropriate.
26.6 The Business will cooperate reasonably in any defence.
26.7 The Client must not settle claims without the Business’s prior written consent.
26.8 Indemnities apply only to the extent caused by the Client.
26.9 The Client is not required to indemnify for the Business’s negligence or breach.
26.10 Indemnities survive termination.
26.11 Indemnities remain subject to the limitation of liability.
27. No Guarantee of Results and General Responsibility
27.1 The Business provides services based on experience and available information.
27.2 The Client remains responsible for all decisions and outcomes.
27.3 The Business does not guarantee suitability of recommendations.
27.4 The Business is not responsible for business performance or results.
27.5 The Business is not responsible for issues arising from Client use or misuse of systems.
27.6 Client approval constitutes acceptance of systems and scope.
27.7 The Business is not responsible for post delivery changes or use.
27.8 The Business is not responsible for third party actions.
27.9 The Business is not responsible for platform limitations or failures.
27.10 Systems may change or fail over time and performance is not guaranteed.
27.11 The Client must notify defects within 14 calendar days of delivery.
27.12 Work is deemed accepted if no issues are raised within this period.
27.13 Late requests are treated as new work.
27.14 Dissatisfaction with approved decisions is not a defect.
27.15 The Business has no obligation to maintain systems after delivery unless agreed.
27.16 The Business is not responsible for broader business operations.
27.17 This section does not limit liability that cannot be excluded by law.
27.18 Nothing in this section excludes or limits the Business’s duty to perform Services with reasonable care and skill as implied by the Supply of Goods and Services Act 1982 or the Consumer Rights Act 2015.
28. Intellectual Property
28.1 The Client retains ownership of materials supplied by them.
28.2 The Business retains ownership of all Business Intellectual Property.
28.3 Improvements to Business Intellectual Property remain owned by the Business.
28.4 Deliverables created specifically for the Client are owned by the Client upon full payment.
28.5 Deliverables do not include underlying methodologies or frameworks.
28.6 The Client is granted a limited licence to use Business Intellectual Property within Deliverables.
28.7 This licence is conditional on full payment.
28.8 The licence may be suspended if payment is not made.
28.9 Deliverables may be used internally within the Client’s business.
28.10 The Client must not commercialise or distribute Business Intellectual Property.
28.11 Reverse engineering or replication is prohibited.
28.12 Business Intellectual Property must not be used in AI training or public repositories.
28.13 The Business may use general knowledge gained during Services.
28.14 Third party platforms remain the property of their providers.
28.15 The Business may use subcontractors.
28.16 Deliverables may transfer with the Client’s business sale but not separately.
28.17 The Business may reference the nature of work completed for portfolio and marketing purposes. Any specific materials, outputs or identifiable details will only be used with the Client’s prior written consent. General descriptions of service type and outcomes may be used without consent provided they cannot reasonably identify the Client.
28.18 Intellectual Property provisions survive termination.
29. Non Solicitation and Non Circumvention
29.1 The Client must not engage Business staff or contractors for 12 months after termination.
29.2 The Client must not directly engage any third party introduced by the Business during the term of the Agreement, for a period of 12 months following the date of that introduction or the date of termination, whichever is later.
29.3 This restriction applies to all types of engagement.
29.4 Introduction includes any facilitated connection.
29.5 Existing relationships prior to introduction are excluded.
29.6 Engagement may be permitted with prior written consent and payment of a placement fee equal to 6 months of fees.
29.7 Breach may result in injunctive relief.
29.8 This clause survives termination.
30. Termination
30.1 Either party may terminate with 30 days written notice.
30.1A Where the Client is a Consumer purchasing a Subscription or membership product, termination shall take effect at the end of the current billing period in which notice is received, provided a minimum of 14 calendar days’ written notice has been given. The Consumer will retain access to the relevant product or service until the end of that billing period. No refund will be issued for the period already paid.
30.2 Written notice includes email.
30.3 Retainer termination takes effect from the next billing cycle.
30.4 The Business may suspend Services for breach or non payment.
30.5 The Business may terminate immediately for material breach, non payment, lack of cooperation or unlawful behaviour.
30.6 The Client may terminate for unremedied breach by the Business.
30.7 Termination does not affect accrued rights.
30.8 All outstanding fees become payable on termination.
30.9 The Business may cease work immediately.
30.10 Work completed or scheduled remains chargeable.
30.11 Retainer fees are not prorated.
30.12 Limited handover may be provided at the Business’s discretion.
30.13 The Client retains control of their systems after termination.
30.14 The Business has no ongoing obligations after termination unless agreed.
30.15 Clauses intended to survive termination remain in force.
31. Suspension of Services
31.1 The Business may suspend Services where payment is overdue, access is not provided or Terms are breached.
31.2 During suspension all work stops and timelines are impacted.
31.3 Fees remain payable during suspension.
31.4 Retainer capacity lost during suspension is not recoverable.
31.5 Resumption depends on availability and capacity.
31.6 The Business is not required to prioritise resumption.
31.7 Projects may require rescheduling or additional fees after suspension.
31.8 The Business is not liable for loss arising from suspension.
32. Complaints Procedure
32.1 Complaints must be submitted in writing by email.
32.2 The Business will acknowledge complaints within 5 Business Days.
32.3 A response will be provided within 14 calendar days.
32.4 Timeframes may extend for complex issues.
32.5 The Client must follow this process before disputes or chargebacks.
32.6 The Business may suspend Services for abusive behaviour.
32.7 Complaints do not entitle the Client to withhold payment.
32.8 Where the Client is a Consumer and a dispute cannot be resolved through the complaints procedure set out in this section, the Business will provide information about an approved Alternative Dispute Resolution (ADR) scheme upon request. The Business is not obligated to submit to ADR but will comply with all applicable notification requirements under the Alternative Dispute Resolution for Consumer Disputes Regulations 2015.
33. Force Majeure
33.1 A Force Majeure Event means any event outside reasonable control preventing performance.
33.2 The Business is not liable for delay or failure due to such events.
33.3 Obligations are suspended during such events.
33.4 Delivery timelines may be adjusted.
33.5 Partial performance is permitted.
33.6 The Business will take reasonable steps to mitigate impact where appropriate.
33.7 Third party platform failures are included within this definition.
33.8 Payment obligations continue for work already performed.
33.9 The Business will notify the Client where reasonably possible.
33.10 Either party may terminate if the event continues for 30 days.
33.11 The Business is not required to prioritise work after the event ends.
34. Amendments to These Terms
34.1 The Business may update these Terms at any time.
34.2 Updated Terms will be published and communicated to Clients.
34.3 The Client must keep contact details up to date.
34.4 Changes take effect 14 calendar days after notice.
34.5 Notice is deemed received when sent.
34.6 If the Client does not agree, they must terminate before changes take effect.
34.7 Continued use constitutes acceptance.
34.8 No express consent is required for changes from Business Clients. Where the Client is a Consumer, continued use of the Services after the notice period constitutes acceptance. Consumers who do not accept the changes may terminate in accordance with clause 34.6 without penalty.
34.9 Changes apply to the fullest extent permitted by law.
35. Governing Law and Jurisdiction
35.1 These Terms are governed by the laws of England and Wales.
35.1A Where the Client is a Consumer resident outside England and Wales, the choice of English law and jurisdiction does not deprive them of the protection of any mandatory provisions of the law of their country of residence that cannot be excluded by contract. In such cases, English law governs the Agreement to the extent permitted by applicable mandatory law.
35.2 The courts of England and Wales have exclusive jurisdiction.
35.2A Where the Client is a Consumer, nothing in this Agreement limits their right to bring proceedings in the courts of their place of residence within the United Kingdom.
35.3 If any provision is invalid, the remainder remains enforceable.
35.4 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party that exists or is available other than under that Act.