1. Introduction
These Terms of Business ('Terms') govern the provision of consultancy services by Sterling DPO/GRC Ltd ('the Consultancy', 'we', 'us', or 'our') to any client ('Client', 'you', or 'your'). By engaging our services, you agree to be bound by these Terms in their entirety.
These Terms, together with any Statement of Work, proposal, or engagement letter, constitute the entire agreement between the parties. In the event of any conflict, the Statement of Work shall take precedence over these Terms.
2. Definitions
In these Terms, the following definitions apply:
- “Deliverables” means any work product, reports, analyses, recommendations, documents, or other materials produced by the Consultancy in the course of providing the Services.
- “Engagement Letter” means the written confirmation of an engagement setting out the scope, fees, and timeline for Services.
- “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and any other proprietary rights.
- “Services” means the consultancy services agreed between the parties as described in the relevant Statement of Work or Engagement Letter.
- “Statement of Work” or "SOW" means a document detailing the scope, deliverables, timeline, and fees for a specific project.
3. Scope of Services
3.1 The Consultancy will provide Services as described in the applicable SOW or Engagement Letter. Any changes to the agreed scope must be confirmed in writing by both parties before additional work commences.
3.2 The Consultancy reserves the right to engage qualified subcontractors to assist in the delivery of Services. The Consultancy remains responsible for the quality of all work delivered.
3.3 The Client agrees to provide timely access to relevant information, personnel, systems, and resources reasonably required for the Consultancy to perform the Services.
4. Fees and Payment
4.1 Fee Structure
Fees will be set out in the relevant SOW or Engagement Letter. The Consultancy may charge on a fixed-fee, time-and-materials, retainer, or other agreed basis.
4.2 Invoicing
Unless otherwise agreed in writing, invoices will be issued monthly in arrears or upon agreed project milestones. All invoices are payable within 30 days of the invoice date.
4.3 Late Payment
Without prejudice to any other rights, the Consultancy reserves the right to charge interest on overdue amounts at a rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment.
4.4 Expenses
Reasonable and pre-approved expenses incurred in connection with the Services (including travel, accommodation, and subsistence) will be invoiced at cost and are payable in addition to the agreed fees.
4.5 Taxes
All fees are exclusive of VAT (or equivalent applicable taxes), which will be charged at the prevailing rate where applicable.
5. Refund Policy
5.1 Fixed-Fee Engagements
For fixed-fee projects, refunds will be considered as follows:
- Cancellation more than 14 days before the project commencement date: a full refund of any advance payment, less a 10% administrative fee.
- Cancellation 7–14 days before project commencement: a 50% refund of any advance payment.
- Cancellation fewer than 7 days before project commencement, or after work has commenced: no refund is due. Fees for work completed to date will be invoiced and remain payable.
5.2 Retainer Arrangements
Retainer fees paid in advance are non-refundable in respect of the period already commenced. Unused retainer hours do not carry forward to subsequent periods unless agreed in writing.
5.3 Time-and-Materials Engagements
No refunds apply to time-and-materials engagements. The Client will be invoiced only for actual hours worked and approved expenses incurred.
5.4 Disputed Work
If the Client believes that Deliverables do not materially conform to the agreed specification, the Client must notify the Consultancy in writing within 10 business days of delivery. The Consultancy will use reasonable efforts to remedy any substantiated deficiency. Refunds on the grounds of disputed work will only be considered where remediation is not possible, as determined by mutual agreement or, failing that, pursuant to Clause 14 (Dispute Resolution).
5.5 Refund Processing
Approved refunds will be processed within 14 business days via the original payment method.
6. Intellectual Property
6.1 Pre-existing Intellectual Property Rights of either party shall remain vested in the originating party. Nothing in these Terms transfers ownership of any pre-existing IP.
6.2 Unless otherwise agreed in writing, Deliverables created specifically for the Client become the property of the Client upon receipt of full payment for the relevant Services.
6.3 The Consultancy retains the right to use methodologies, frameworks, know-how, and general knowledge acquired during an engagement for its own business purposes, provided no confidential Client information is disclosed.
7. Confidentiality
7.1 Each party agrees to keep confidential all information received from the other party that is designated as confidential, or that ought reasonably to be considered confidential given its nature or the circumstances of disclosure.
7.2 Confidential information may be disclosed only to employees, subcontractors, or advisers who have a genuine need to know and who are bound by equivalent confidentiality obligations.
7.3 These obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party; (c) is independently developed without reference to the confidential information; or (d) is required to be disclosed by law or regulatory authority.
7.4 Confidentiality obligations survive termination of an engagement for a period of three (3) years.
8. Data Protection
8.1 Each party shall comply with applicable data protection legislation, including (where applicable) the UK General Data Protection Regulation and the Data Protection Act 2018.
8.2 Where the Consultancy processes personal data on behalf of the Client, the parties shall enter into an appropriate data processing agreement. The Consultancy shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss or destruction.
9. Limitation of Liability
9.1 The Consultancy's total liability to the Client in respect of any claim arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
9.2 The Consultancy shall not be liable for: (a) any indirect, consequential, special, or punitive loss or damage; (b) loss of profits, revenue, business, or goodwill; (c) loss or corruption of data; or (d) any losses arising from the Client's failure to follow the Consultancy's recommendations.
9.3 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
10. Force Majeure
10.1 Definition
A 'Force Majeure Event' means any event beyond the reasonable control of a party, including but not limited to: acts of God, natural disasters, pandemics, epidemics, government actions, war, civil unrest, terrorism, strikes or industrial action (other than by the affected party's own employees), failure of utility services, telecommunications outages, or cyber-attacks.
10.2 Relief from Obligations
Neither party shall be in breach of these Terms, nor liable for any delay or failure to perform its obligations, to the extent that such delay or failure results directly from a Force Majeure Event, provided the affected party: (a) promptly notifies the other party in writing of the nature and anticipated duration of the Force Majeure Event; and (b) uses all reasonable endeavours to mitigate the effects and resume performance as soon as practicable.
10.3 Notification
Notice of a Force Majeure Event must be given no later than five (5) business days after the affected party becomes aware of the event. The notice must describe the event, its likely duration, and the obligations affected.
10.4 Extended Force Majeure
If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement on fourteen (14) days' written notice without liability to the other, save that the Client shall remain liable for fees in respect of Services already performed up to the date of termination.
10.5 Financial Obligations
A Force Majeure Event does not excuse the Client's obligation to pay fees for Services already completed prior to the commencement of the Force Majeure Event.
11. Termination
11.1 Either party may terminate an engagement by giving thirty (30) days' written notice to the other party, unless a shorter or longer notice period is specified in the relevant SOW.
11.2 Either party may terminate an engagement immediately upon written notice if the other party: (a) commits a material breach of these Terms that is incapable of remedy, or fails to remedy a remediable breach within 14 days of written notice; (b) becomes insolvent, enters administration, or undergoes an analogous event; or (c) engages in conduct that materially prejudices the other party's reputation or business.
11.3 Upon termination, the Client shall pay all outstanding fees and expenses incurred up to and including the date of termination. The Consultancy will deliver all Deliverables completed to that date.
12. Warranties and Representations
12.1 The Consultancy warrants that: (a) it has the right to enter into and perform its obligations under these Terms; (b) the Services will be provided with reasonable care and skill; and (c) it will comply with all applicable laws and regulations.
12.2 The Client warrants that: (a) it has the authority to enter into these Terms; (b) all information provided to the Consultancy is accurate and complete to the best of its knowledge; and (c) it will use the Deliverables only for lawful purposes.
12.3 The Consultancy does not warrant that the Services will be error-free or uninterrupted, or that Deliverables will meet requirements not explicitly agreed in writing.
13. Indemnity
The Client agrees to indemnify and hold harmless the Consultancy, its directors, employees, and subcontractors against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) the Client's breach of these Terms; (b) the Client's negligence or wilful misconduct; or (c) third-party claims relating to the Client's use of the Deliverables in a manner inconsistent with these Terms.
14. Dispute Resolution
14.1 In the event of any dispute arising out of or in connection with these Terms or the Services, the parties shall first seek to resolve the matter through good-faith negotiation between senior representatives of each party.
14.2 If the dispute is not resolved within 30 days of written notification (or such longer period as agreed), the parties agree to attempt resolution through mediation administered by a mutually agreed mediator before resorting to litigation.
14.3 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.
15. General Provisions
15.1 Governing Law
These Terms and any engagement hereunder shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
15.2 Entire Agreement
These Terms, together with any applicable SOW or Engagement Letter, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements relating to the subject matter hereof.
15.3 Amendments
These Terms may be amended only by a written instrument signed by authorised representatives of both parties.
15.4 Waiver
Failure by either party to enforce any provision of these Terms shall not be construed as a waiver of that party's rights.
15.5 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.6 Assignment
Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that the Consultancy may assign its rights to an affiliate or successor entity.
15.7 Notices
All notices under these Terms must be in writing and delivered by email (with read receipt), recorded post, or courier to the addresses set out in the relevant SOW or Engagement Letter.
15.8 No Partnership or Employment
Nothing in these Terms creates a partnership, joint venture, or employer-employee relationship between the parties. The Consultancy acts as an independent contractor at all times.
Acceptance
By signing below, or by instructing the Consultancy to commence Services, the Client confirms it has read, understood, and agrees to be bound by these Terms of Business.