TERMS AND CONDITIONS FOR SUPPLY OF CONSULTANCY SERVICES
Version: 1.0 Last Updated: 25th January 2025.
CONTENTS
1. DEFINITIONS
2. GENERAL
3. THE PROJECT
4. TIME OF PERFORMANCE
5. REJECTION OF PROJECT
6. CONSULTANT’S PERSONNEL AND SECURITY
7. PAYMENT
8. RECOVERY OF SUMS DUE
9. AUDIT
10. INTELLECTUAL PROPERTY
11. HEALTH AND SAFETY
12. CONFIDENTIALITY AND OFFICIAL SECRETS
13. CONFLICTS OF INTEREST
14. INDEMNITY AND INSURANCE
15. CHANGE CONTROL
16. ASSIGNMENT OR SUB-CONTRACTING
17. RIGHTS OF THIRD PARTIES
18. TERMINATION
19. NOTICES
20. DISPUTES AND MEDIATION
21. GOVERNING LAW
1. DEFINITIONS
-
"Consultant" refers to SalDevo.
-
"Client" refers to the business entity entering into an agreement with SalDevo for consultancy services.
-
"Agreement" refers to these terms and conditions together with any applicable Service Level Agreement (SLA).
-
"Service Level Agreement (SLA)" means an agreement issued by the Consultant to the Client, outlining the scope of services, payment terms, and any specific requirements.
-
"Fees" refers to the amounts payable by the Client as outlined in the Service Level Agreement (SLA).
2. GENERAL
2.1 These Terms and Conditions, together with any relevant Service Level Agreement (SLA), constitute the entire agreement between the Consultant and the Client ("the Contract").
2.2 Any amendments to these Terms and Conditions must be agreed in writing by both parties.
3. THE PROJECT
3.1 The Consultant shall deliver the services described in the Service Level Agreement (SLA):
a. By embedding within the Client’s business to assess, refine, and execute sales and growth strategies in a fractional capacity.
b. By applying data-driven methodologies and proven business development frameworks to achieve measurable impact.
c. By providing operational and structural insights that empower businesses to scale sustainably.
d. In compliance with all applicable laws and best business practices.
4. TIME OF PERFORMANCE
4.1 The Consultant shall perform the services within the timelines specified in the Service Level Agreement (SLA).
4.2 Any anticipated delays must be communicated to the Client promptly.
4.3 The Consultant shall take all reasonable steps to recover from delays at no additional cost to the Client.
5. REJECTION OF PROJECT
5.1 The Client may request reasonable amendments to deliverables if they do not align with the agreed scope within the Service Level Agreement (SLA).
a. Any such request must be made within five (5) working days of delivery.
b. Requested amendments must remain within the originally agreed scope and will not constitute an expansion of work unless otherwise agreed in writing.
5.2 The Consultant shall assess and, where appropriate, address any reasonable deficiencies within the timeframe agreed with the Client.
6. CONSULTANT’S PERSONNEL AND SECURITY
6.1 The Consultant shall ensure that all personnel involved in the project are qualified and competent.
6.2 Key personnel changes require prior approval from the Client.
7. PAYMENT
7.1 Fees shall be paid as follows:
a. For balances exceeding £5,000, 50% of the total fee is payable upon signing the agreement, with the remaining 50% in equal instalments over the agreed period, invoiced monthly and issued at the start of the month for services to be provided within that month.
b. For balances under £5,000, full payment is required upon confirmation of the agreement and must be received in full within fourteen (14) days of receipt of the confirmation in line with Clause 19.
c. Where ongoing fractional services are agreed upon, payments shall be invoiced monthly in advance and must be settled in full before the commencement of the next month’s service period.
7.2 All invoices shall be paid within seven (7) days of receipt unless otherwise specified in Clause 7.1.
7.3 Payments are non-refundable. The Consultant commits significant time and expertise to deliver value, and refunds will not be issued for unused or partially completed services unless explicitly stated in the Service Level Agreement (SLA).
7.4 The Consultant operates on an execution-first model, meaning any interruption to services due to non-payment may result in delays or termination. Work will cease immediately if payment is not received within the stipulated timeframe. Any recommencement of work will be subject to full payment of outstanding amounts.
7.5 Payment Commitments & Late Fees:
a. Payments must be made in full and on time to ensure continuity of service. Any delay may result in a pause or termination of services, impacting deliverables and timelines.
b. A late payment fee of 5% of the outstanding balance will be applied for invoices unpaid beyond seven (7) days, increasing to 8% if exceeding thirty (30) days.
c. If payment remains overdue beyond forty-five (45) days, the Consultant reserves the right to terminate services immediately, and any further engagement will require full settlement of the outstanding balance plus an advance payment for future work.
d. Clients experiencing genuine financial hardship should communicate proactively to discuss alternative arrangements in writing. The Consultant will assess requests on a case-by-case basis, but reserves the right to enforce standard payment policies.
7.6 The Client acknowledges that fractional consultancy is a dedicated resource allocation and that late or missed payments disrupt service effectiveness. The Client agrees that all payments are enforceable under UK contract law, and non-payment may result in debt recovery actions, as outlined in Clause 8.
8. RECOVERY OF SUMS DUE
8.1 The Client authorises the Consultant to offset any outstanding sums against payments due under the Contract. If no such payments exist, the Consultant reserves the right to pursue recovery of unpaid sums through legal or arbitration channels as outlined in Clause 20.
9. AUDIT
9.1 The Consultant shall maintain accurate records of all project-related costs and expenses for a period of two (2) years following completion.
9.2 The Client shall have the right to audit these records upon reasonable notice.
10. INTELLECTUAL PROPERTY
10.1 SalDevo retains full intellectual property rights over all methodologies, frameworks, strategies, and proprietary tools developed during engagements.
a. The Client is granted a non-transferable, limited-use license to utilise work provided for their internal business operations.
b. The Client may not modify, resell, or distribute proprietary materials without prior written consent.
10.2 The Client is granted a non-exclusive, non-transferable licence to use the deliverables solely for their internal business purposes. The Client shall not modify, reproduce, distribute, or share the deliverables with third parties without prior written consent from the Consultant.
10.3 Any pre-existing intellectual property brought into the project by the Consultant shall remain the Consultant's property and shall not transfer to the Client under any circumstances.
10.4 The Consultant warrants that all deliverables provided do not infringe upon the intellectual property rights of any third party. The Consultant shall indemnify the Client against any claims, liabilities, or damages arising from intellectual property infringement related to the deliverables.
10.5 Upon termination of the Agreement, the Client shall cease all use of the deliverables that are subject to intellectual property rights owned by the Consultant, unless otherwise agreed in writing.
10.6 The Client acknowledges that any unauthorised use, duplication, or dissemination of the Consultant’s intellectual property may result in legal action to protect the Consultant’s rights.
11. HEALTH AND SAFETY
11.1 The Consultant shall comply with all health and safety regulations applicable to the services provided.
12. CONFIDENTIALITY AND OFFICIAL SECRETS
12.1 Confidentiality
a. Both parties shall treat all non-public information disclosed during the project as confidential and shall not disclose, use, or reproduce such information for any purpose other than the execution of the agreed services, except where:
i. The information is already publicly available or lawfully obtained from another source.
ii. The Client provides written permission for specific disclosures.
iii. The Consultant references anonymised performance insights for general case studies, social proof, or educational content, unless the Client explicitly opts out in writing prior to contract confirmation.
b. No confidential, proprietary, or commercially sensitive business data shall be disclosed in any external communication without the Client’s express written consent.
c. This confidentiality obligation shall survive the termination of the Contract.
12.2 Confidentiality Obligations Beyond Termination
a. The obligations set out in Clause 12.1 shall survive termination of this Contract and remain in effect indefinitely, ensuring that any confidential or sensitive business information disclosed during the engagement is not misused or disclosed without authorisation.
b. The Consultant reserves the right to retain anonymised performance data and generalised insights from the project for internal analysis, case studies, and industry research, provided that no sensitive, proprietary, or identifying information is disclosed without the Client’s written consent or unless the Client has exercised their opt-out provision as stated in Clause 12.1(a)(iii).
c. In the event that disclosure of information is required by law, regulation, or court order, the receiving party shall notify the disclosing party (where legally permitted) to allow an opportunity to seek protective measures.
13. CONFLICTS OF INTEREST
13.1 The Consultant shall disclose any potential conflicts of interest and work with the Client to resolve them.
14. INDEMNITY AND INSURANCE
14.1 The Consultant shall indemnify the Client against losses arising from negligence or breach of contract by the Consultant.
14.2 The Client shall indemnify the Consultant against any claims, damages, or liabilities, including reputational harm, arising from actions, omissions, or false information provided by the Client that result in termination under Clause 18.
14.3 The Consultant shall maintain professional indemnity insurance throughout the duration of the project to cover claims related to negligence or breach of contract. This does not extend to liabilities caused by the Client’s actions or omissions.
14.4 Upon request, the Consultant will provide evidence of insurance coverage, including the scope and duration of professional indemnity policies.
14.5 No Performance Guarantees
a. SalDevo provides services based on expertise, strategy, and executional support.
b. While every effort is made to improve sales performance and business growth, SalDevo does not guarantee specific revenue increases, funding acquisition, or sales performance outcomes.
14.6 Limitation of Liability
a. SalDevo shall not be liable for indirect, incidental, or consequential damages arising from reliance on consultancy services.
b. The total liability of the Consultant shall not exceed the total fees paid under the engagement agreement.
15. CHANGE CONTROL
15.1 Any changes to the scope of services must be agreed in writing by both parties.
15.2 Any additional costs arising from changes shall be agreed before implementation.
16. ASSIGNMENT OR SUB-CONTRACTING
16.1 The Consultant may utilise strategic partners or sub-contractors to deliver specialised elements of the services, ensuring quality and consistency. These arrangements will not diminish the Consultant’s obligations under this Contract.
16.2 The Consultant shall inform the Client in advance of any sub-contracting arrangements relevant to the services. Written consent from the Client will not be unreasonably withheld.
16.3 The Consultant remains fully responsible for the performance of any sub-contracted services and shall ensure that all sub-contractors comply with the terms of this Contract.
17. RIGHTS OF THIRD PARTIES
17.1 This Contract does not create any enforceable rights for third parties.
18. TERMINATION
18.1 The Consultant reserves the right to terminate the engagement if the Client:
a. Becomes unresponsive or fails to engage meaningfully in the process.
b. Withholds critical business information, making it impossible to execute strategies.
c. Engages in unethical business practices that misalign with SalDevo’s values.
d. If terminated due to Client inaction, no refunds will be issued for prepaid services.
18.2 Termination for Financial Instability
a. Either party reserves the right to terminate this Agreement if the other party:
i. Enters into administration, liquidation, or receivership.
ii. Becomes unable to pay its debts as they fall due, as defined under the Insolvency Act 1986.
iii. Proposes or enters into a voluntary arrangement with creditors.
iv. Has a winding-up order issued against it (except for the purposes of restructuring that does not impact its ability to fulfil contractual obligations).
b. Termination under this clause shall not affect any outstanding payment obligations up to the termination date.
c. If financial distress is temporary and the affected party can demonstrate a viable recovery plan within 30 days, the other party may, at its discretion, suspend termination proceedings and agree on revised terms for continued engagement.
18.3 The Consultant reserves the right to terminate the Contract with immediate effect, without refund, if the Client's actions or omissions pose a reputational risk to the Consultant. This includes but is not limited to actions that are social, cultural, sexual, religious, political, criminal, unethical, or fraudulent in nature.
18.4 If it is discovered that the Client provided false information or misrepresented facts during the application process, the Consultant may terminate the Contract immediately and without refund.
18.6 In the event that unforeseen circumstances, such as regulatory changes or significant external events, make it impossible or impractical for the Consultant to fulfil its obligations under this Contract, the Consultant reserves the right to terminate the Contract immediately. In such cases, the Client shall only be liable for payment for services rendered up to the date of termination.
19. NOTICES
19.1 All notices under this Contract must be in writing and delivered to the addresses specified in the Service Level Agreement (SLA). Acceptable methods of delivery include email, registered post, or courier service.
19.2 Notices sent by registered post or courier shall be deemed received two (2) business days after dispatch. Notices sent by email shall be deemed received on the same business day if sent before 5:00 PM, or on the next business day if sent after 5:00 PM.
19.3 Either party may update their address for notices by providing written notice to the other party, with changes taking effect fifteen (15) days after receipt.
20. DISPUTES AND MEDIATION
20.1 Dispute Resolution Process
a. Both parties must attempt internal resolution within seven (7) days of an issue arising.
b. If unresolved, mediation will be sought before pursuing legal action.
20.2 If a dispute cannot be resolved, it shall be referred to mediation in accordance with the rules of the Chartered Institute of Arbitrators (CIArb).
20.3 If mediation fails, disputes shall be resolved through arbitration, with the decision of the arbitrator being final and binding.
20.4 Nothing in this clause prevents either party from seeking interim relief or remedies in a court of law for urgent matters, such as an injunction.
21. GOVERNING LAW
21.1 This Contract shall be governed by and construed in accordance with the laws of England and Wales.
21.2 The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from or related to this Contract.